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Contract 56024-A3
Docusign Envelope ID: F787051 B-0356-41 DF-B086-379E77F49329 CSC No. 56024-A3 THIRD AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 56024 This Third Amendment to Fort Worth City Secretary Contract No. 56024 ("Second Amendment") is made between the City of Fort Worth ("City"), a municipal corporation and SHI International Corporation d/b/a SHI Government Solutions, Inc. ("Vendor"). City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 56024 beginning July 15, 2021 (the "Agreement"); WHEREAS, pursuant to Mayor and Council Communication (M&C) 24-0952, on November 18, 2024, City and Vendor amended the Agreement to increase the annual amount not to exceed to $2,150,000.00; and WHEREAS, on February 20, 2025, City and Vendor entered into a Second Amendment to the Agreement to execute an administrative change order of $100,000.00, to increase the annual amount of the contract to an amount not to exceed $2,250,000.00; and WHEREAS, pursuant to M&C 24-0952, the Parties wish to amend the Agreement to begin using the successor cooperative agreement OMNIA 2024056-02 effective beginning on the date signed by the Assistant City Manager below. NOW THEREFORE, known by all these present, City and Vendor, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: The Agreement is hereby amended to utilize that certain Cooperative Agreement OMNIA 2024056-02, attached as Exhibit "A," subject to and in accordance with M&C 24-0952. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Second Amendment to Fort Worth City Secretary Contract No. 56024 Pagel of 2 Docusign Envelope ID: F787051 B-0356-41 DF-B086-379E77F49329 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Name: Richard Zavala Title: Interim Assistant City Manager Date: Mar 10, 2025 Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Attest: By: (J Name: Jannette S. Goodall Title: City Secretary VENDOR: �oovnnnq� �A,,�Ooofo%Rr �9�o �o Pvo g=d opa* 000 *�d and nEX 4?dbp SHI International Corporation d/b/a SHI Government Solutions, Inc. By. FD Signed by: °�uo tea %t". Name: 1�—riT f'hJ°'Mann Title: Director - contracts Date: 3/6/2025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 41- By. Markle Debo r (Mar 10, 202514:19 CDT) Name: Mark DeBoer Title: Asst. Director, IT Solutions Approved as to Form and Legality: M. Kevin Andes, // By: M. Kevin Anders, 11 (Mar 10, 2025 16:47 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney Contract Authorization: M&C: 24-0952 Approval Date: 11/12/24 Form 1295: 2024-1229119 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Second Amendment to Fort Worth City Secretary Contract No. 56024 Page 2 of 2 Exhibit A � OMNIA Information Technology Solutions, Products and Services Executive Summary Lead Agency: City of Mesa Solicitation: 2024056 RFP Issued: November 16, 2023 Pre -Proposal Date: November 30, 2023 Response Due Date: December 19, 2023 Proposals Received: 11 Awarded to: SHI International and CDW Government The City of Mesa Department of Procurement issued RFP# 2024056 on November 16, 2023 to establish a national cooperative contract for Information Technology Solutions, Products and Services. The solicitation included cooperative purchasing language in Scope of Work, Section 6: OMNIA PARTNERS CONTRACT REQUIREMENTS. The City of Mesa, as the Principal Procurement Agency, defined in ATTACHMENT E, has partnered with OMNIA Partners, Public Sector ("OMNIA Partners") to make the resultant contract (also known as the "Master Agreement" in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies"), through OMNIA Partners' cooperative purchasing program. The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a "Participating Public Agency") and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on ATTACHMENT E, or as otherwise agreed to. ATTACHMENT E contains additional information about OMNIA Partners and the cooperative purchasing program. Notice of the solicitation was sent to potential offerors, as well as advertised in the following: • City of Mesa website • OMNIA Partners website • USA Today, nationwide • Arizona Business Gazette, AZ • San Bernardino County Sun, CA • Honolulu Star -Advertiser, HI • The Herald -News — Will County (IL) • The Advocate — New Orleans, LA • The New Jersey Herald, NJ • Albany Times Union, NY • Daily Journal of Commerce, OR • The State, SC • Deseret News, UT • Richmond Times -Dispatch, VA • Seattle Daily Journal of Commerce, WA • Helena Independent Record, MT • Las Vegas Review -Journal • Kennebec Journal, ME Version May 13, 2024 On December 19, 2023, proposals were received from the following offerors: • Aspire HR • Axelliant • Carahsoft • CDW Government • Conquest Technology • DiscountCell • Free Alliance • Quality Assurance • SHI International • World Wide Technology • Zones The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP, the committee elected to enter into negotiations with CDW Government LLC and SHI International and proceeding with contract award(s) upon successful completion of negotiations. Geographic Preferences: No geographic preferences were included in the evaluation of the responses. The City of Mesa, OMNIA Partners and the following offerors successfully negotiated a contract: CDW Government and SHI International. The City of Mesa executed the agreements, each with a contract effective date of July 2, 2024. Diversity Certifications: SHI is the largest minority woman owned business (MWBE) in the United States The suppliers provided federal funds certifications which are available on the OMNIA Partners website for review. Term: Initial four-year agreement from July 2, 2024 through July 1, 2028 with the option to renew for three (3) additional two-year periods through July 1, 2034. Pricing/Discount: SHI pricing based on a discount off SHI Advertised Price list by category. CDW-G pricing based on discount off CDW-G Nationally Advertised Pricing (NAP) for all products. The percentages represent the minimum discounts for participating agencies. Version May 13, 2024 City of Mesa Contract # 2024056-02 for Information Technology Solutions Products and Services with SHI International Effective: July 2, 2024 The following documents comprise the executed contract between the City of Mesa, and SHI International effective July 2, 2024: I. City of Mesa/SHI Signed Contract II. Supplier's Response to the RFP, incorporated by reference a. OMNIA Partners DoouSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA AGREEMENT NUMBER 2024056 INFORMATION TECHNOLOGY SOLUTIONS PRODUCTS AND SERVICES CITY OF MESA, Arizona ("City") Department Name City of Mesa — Purchasing Division Mailing Address P.O. Box 1466 Mesa, AZ 85211-1466 Delivery Address 20 East Main St, Suite 450 Mesa, AZ 85201 Attention Ted Stallings Procurement Officer II E-Mail Ted.Stailincisra7MesaAZ.orci Phone (480) 644-2815 With a copy to: City of Mesa — DoIT Attn: Suzanne Alberts AND SHI INTERNATIONAL CORP., ("Contractor") Mailing Address 290 Davidson Avenue Somerset, NJ 08873 Remit to Address Post Office Box 952121 Dallas, TX 852121 Attention Amelia Jakubczyk E-Mail ameliaJakubczyk@shi.com Phone 303-882-8012 Attention Victoria Lewkowitz E-Mail victoria—lewkowitz@shi.com Phone 650-483-9333 DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to Solicitation ("Agreement") is entered into this 2nd day of July, 2024, by and between the City of Mesa, Arizona, an Arizona municipal corporation ("Cam'), and SHI International Corp, a(n) New Jersey State corporation/company/natural person ("Contractor"). The City and Contractor are each a "Party" to the Agreement or together are "Parties" to the Agreement. RECITALS A. The City issued Solicitation number 2024056 ("Solicitation") for INFORMATION TECHNOLOGY SOLUTIONS PRODUCTS AND SERVICES, to which Contractor provided a response ("Response"); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the services/materials described in the Solicitation and Response. C. "Services" means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order. D. "Products" means collectively third -party software, computer peripherals, computer hardware, and associated IT services provided by third parties or Contractor, as the case may be. E. "Order" means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order or on-line order placed by the City employee to Contractor utilizing the City's corporate procurement card or the City's written or electronic form of purchase requisition. In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions. TERMS & CONDITIONS 1. Term. This Agreement is for a term beginning on July 2, 2024 and ending on July 1, 2028. The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1. 1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of six (6) years. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately before the expiration of the then -current term. 1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion, this Agreement may be extended on a month -to -month basis for a maximum of six (6) months to allow for the City's procurement processes in the selection of a vendor to provide the services/materials provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days before the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately before the expiration of the then -current term. 1.3 Deliver►). Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30) days after receipt of an Order. Contractor agrees to deliver all Products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre -paid and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited shipping or other special delivery requirements. In many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department; this is a City requirement and other participating agencies who utilize this Agreement as a cooperative contract (see Exhibit C, Mesa Standard Terms & Conditions) may have other delivery requirements. DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 Scope of Work. The Contractor will provide the necessary staff, services, and associated resources to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A ("SCODe of Work") Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work. The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in accordance with all terms, conditions, specifications, and other requirements set forth within the Solicitation and Response unless modified herein. 3. Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a one- time purchase; (ii) notice to proceed, or (iii) Delivery Order off a Master Agreement for a requirements contract where multiple as -needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place Orders as permitted under this Agreement. The terms and conditions on any order form, quote, or similar document provided by Contractor to the City will not take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below. 4. document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will control in the following order. a. Amendments to the Agreement b. Agreement c. Exhibits 1. Mesa Standard Terms & Conditions 2. Pricing (Exhibit B( 3. Scope of Work (Exhibit A) 4. Other Exhibits not listed above d. Solicitation including any addenda e. Contractor Response 5. Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B ("Pricing") in consideration of Contractor's performance of the Scope of Work during the Term. 6. Pricinp. Contractor's pricing shall be in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the Term of the Agreement, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). In addition to decreasing prices for the balance of the Term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a Product is discontinued, Contractor will provide a Product of the same or greater functionality, utilizing the discount structure. It is the Contractor's Responsibility to provide the City with an up-to-date price list for the duration of the Agreement. 6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the Products/Service including transportation and insurance costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement. DocuSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI The Contractor further agrees that any reductions in the price of the Products or Services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Services Division. 6.2 Price Adiustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or Products must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the Services/Products under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the changefor reasonable price adjustments must be submitted in accordance with this Section 5.3. Requests for adjustment in the cost of labor and/or materials must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based an an increase to Contractor's actual expenses or other reasonable adjustments in providing the services/materials under the Agreement. if the City agrees to the adjusted price terms, the City shall issue written approval of the change. During the sixty (60) day period prior to expiration date of the then -current term of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics fhtto://www.bls.cov/cni/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. 6.3 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the Parties. Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in Subsection 6.2. There is no guarantee the City will accept a price adjustment.. 6.4 Invoices. Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the Service or Product from the Contractor. A properly completed invoice should contain, at a minimum, all of the following: 6.4.1 Contractor name, address, and contact information; 6.4.2 City billing information; 6.4.3 City contract number as listed on the first page of the Agreement; 6.4.4 Invoice number and date; 6.4.5 Payment terms; 6.4.6 Date of Services or delivery of Product; 6.4.7 Description of materials or services provided; 6.4.8 If product provided, the quantity delivered and pricing of each unit; 6.4.9 Applicable Taxes; 6.4.10 If applicable, mileage or travel costs; and 6.4.11 Total amount due. 6.5 Payment of Funds. Contractor Contractor acknowledges the City may, at its option and where available use a Procurement Cardle-Payables to make payment for orders under the Agreement; otherwise, payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available. DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 6.6 disallowed Costs. OverDavment. If at any time the City determines that a cost forwhich payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for Products/Service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 7 Insurance 7A Contractor must obtain and maintain at its expense throughout the Term of the Agreement, at a minimum, the types and amounts of insurance set forth in this Section 7 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the Products/Service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts. 7.2 Nothing in this Section 7 limits Contractor's responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement. The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractors). Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary. 7.3 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the Term of the Agreement. 7.4 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate "ACORY or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement. 7.5 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City. 7.6 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and employees for any claims arising out of the work of Contractor where permitted by law. 7.7 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management division. 7.8 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following: 7.8.1 Worker's compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker's compensations in accordance with Arizona law. 7.8.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per ❑ccurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, DoouSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement. 7.8.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non -owned autos. 8. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements Contract; the Agreement does not guarantee any purchases will be made (minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. If the City cancels a purchase order following shipment of the Products but prior to delivery, the City shall pay all freight and handling charges for shipment and return shipment of such Products to Contractor. All returns shall be made in accordance with Contractor's Return Policy found at www.shi.romlreturnoolicv and this Agreement, with the terms of this Agreement controlling. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of Product, or performance of Services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so. 9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that are attached to the Agreement as Exhibit C. 10. WARRANTY. Contractor warrants that the Services and Products will conform to the requirements of the Agreement. Additionally, Contractor warrants that all Services will be performed in a good, workman -like and professional manner. The City's acceptance of Services or Products provided by Contractor will not relieve Contractor from its obligations under this warranty. If any Products or Services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide Products or redo such Services until in accordance with this Agreement and to the City's reasonable satisfaction. 11. OEM PRODUCT WARRANTY. Contractor is a value-added reseller ("VAR"] of Products, not the Original Equipment Manufacturer f"OEM"] or licensor, and, except as provided herein, Contractor disclaims any warranty responsibility regarding warranties provided by the OEM for the Products provided under this Agreement LDLM Product Warr n " Contractor shall forward the OEM Product Warranties to the City which are provided to Contractor from the OEM of the Product and, to the extent granted by the OEM, the City shalt be the beneficiary of the OEM's Product Warrantieswith respect to the Product. Contractor is not a party to any such terms of the OEM Product Warranty between the City and OEM and the City agrees to look to the OEM for satisfaction of any and all OEM Product Warranty claims related to that OEM's Product. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NON INFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINE❑ IN THIS PARAGRAPH DO ES NOT AFFECT THE TERMS OF ANY OEM PRODUCT WARRANTY. 12. Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that: Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the Services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 G. Contractor will not use In the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement. 13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a "party" or "parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the "term" in the Mesa Standard Terms and Conditions. 14. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought. 15. Incorporation of Recitals and Exhibits_ All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control. Exhibits to this Agreement are the following: (A) Scope of Work 1 Technical Specifications (B) Pricing (C) Mesa Standard Terms and Conditions DoouSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI 16. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party. 17. Title. Risk of Loss. Returns. Contractor shall transfer to the City good and merchantable title to the Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless notice of rejection is provided to Contractor's authorized representative within three (3) business days after such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's Return Policy found at www.shi.romlreturnnolirv, with the terms of the Agreement controlling. 18. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement. 19, Headings_ The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement. DoouSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF MESA, ARIZONA FidwardQu�irs By: Edward Quedens Printed Name Business Services Director Title 7/3/24 12:S7 MST Date REVIEWED BY: By: Tedl SW/nr Ted Stallings, CPPB Procurement Officer II SHI INTERNATIONAL CORP. DocuSigned by: EA418E789F09d04... Kristina Mann Printed Name sr. Manager - contracts Title 7/1/2024 Date DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 EXHIBIT A SCOPE OF WORK SCOPE OF WORK: For the purchase of Information Technology Solutions, Products, and Services. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Supplier are the following: a. Online b. Email c. Telephone d. Fax 3, DELIVERY REQUIREMENT. The contractor agrees to deliver all products to the desktop of the ordering customer and be delivered F.O.B. destination, freight pre -paid and allowed to various locations throughout the City. In many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department. This is the City of Mesa requirement and other participating agencies may have other delivery requirements. 4. SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with the ability to purchase a comprehensive, wide variety of Information Technology Solution Products and Services including but not limited to the following categories: a. Software: National brand name Microsoft, Google, Oracle, Enterprise applications/solutions, cyber security applications/solutions, etc. b. Personal Computer Svstems: National brand name desktop PCs, notebooks, laptops, tablets, and other related devices from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM 1 Lenovo, Panasonic, and Toshiba. Product will include the operating system license, software media and documentation in the hardware shipment. c. Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. d. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work. Product will include the operating system license, software media and documentation in the hardware shipment. e. Laotoq Computer or Notebook: These will be used by traveling or remote access user for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. f. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes servers (physical and virtual), layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Contractors may include, but DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems. g. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. h. Computer and Network Products, Peripherals, Accessories, and Components: Complete availability of major manufacturer's product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, monitors, AV equipment, unified communications hardware, mobility hardware, modems, routers, switches, keyboards, drives, memory cards, cables, batteries, power management, supplies, etc. i. Information TechnoloavlEducational Furniture: Includes furniture design, delivery, installation, parks, maintenance, and repair and replacement. j. Services: Services such as, but not limited to cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, maintenance, advisory, managed and support services, staff augmentation, professional services, etc. In addition, services that are related to the design, use, or operation of the products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. Services may also include materials, equipment, and supplies provided by the Reseller under an sow. Note: All hardware should come assembled. For example, if extra memory, additional drives, or peripherals are ordered, the Contractor must install them unless the Participating Agency requests, that they not be installed. k. Comprehensive Product offering: Offeror's complete catalog and services offered shall be available. Each offeror awarded a contract under this solicitation may offer their complete product and service offering. Pricing for products and services must be entered on the appropriate section of the Price Page. The City reserves the right to accept or reject any or all items offered. Financinq: Options available such as lease programs and conditional sales contracts. 5. LICENSES. Participating Agencies may be required to sign a separate agreement, rider, or End User Licensing Agreement ("EULA"), etc., as required by manufacturers. 6. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re -packing, re -shipping, or other like expenses shall be paid by the Contractor. All replacement products must be received by the City within seven (7) business days of initial notification. 33, SUPPLEMENTAL PRODUCTS AND SERVICES: The scope described in this RFP and resulting contract(s) is preliminary in nature and intended to provide Contractors with a general overview of the major tasks envisioned as part of this solicitation. The City reserves the right to expand and/or reduce the Project Objectives as may be appropriate based on the technical content of the successful Contractor's proposal and/or during contract negotiations based on budget considerations. Docu,'�ign tnn 46 pe I%r. I V-r vaa-'1 %198914336E1 Item 1.00 0-Will c rr r' EXHIBIT B I& Iimuil0S Attachment A Hricing will be added here when Agreement is finalized. Product product 1 Group 1) Desktops 2) Notebooks Group 1 - Systems 3) Tablets 4) Servers (Physical and Virtual) (1 �1/G4:.SL1i.lE, 2 Processor, 4+ Processor, Blade, Tower, Unix, Handhelds, etc) 5) Keyboards 6) Mice 7) Irn�qg!�q Scanners 8) POS Scanners 9) Pointing_Devices Group 2 - Input Devices 10) Bar Code Readers 11) Audio Input I 12) Input Adapters 13) PC and Network Cameras 14) Input Cables 15) Input Accessories 16) Dtgp,(gy� 17) Printers Group 3 - Output Devices 18) Inkjet Printres 19) Inkjet Photo Printers 2Q) Lusui ?'d,au,)L 21) Label Printers Proposed Discount I M . .... rer Name 3% Full Catalog (Examples are HPE, Dell, Lenovo, Acer, Apple,etc) 3% Full Catalog (Examples are HPL, Dell, 4gnoyp, Acer,App)e etc,) 3'Io 1 Full Catalog (Exmaples are HPE, Dell, Lenovo. Acer. Surface.Appie etc) 3% Full �,d�&Og (Lhdlflples are Dell,HPE, Lenovo, IBM, Cisco, etc) 5% 5% 5% 5% 5% 5% 5% 5% 1b% 15% 15% 3% 5% Selo 5% 5% b% Full Catalog Full Catalog Full Catalog '17ull Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catdlbg Fuli Cdlulb'g Full Catalog Full Catalog Full Catalog -- -- add additional -us/discounts Propose d Manufacturer , Discount Name % % % % % % % i % i % , % , % i % % % % i % i i % , Docu,'�ign tnn 46 pe I%r. I U-r vaa-'1 %198914336E1 Dot Matrix rrinters 5% I Full Catalog % � 23) Multi -Function Printers 5% I Full Catalog ; % , 24) ide Format Printers b 1U Full Catalog ; % , 25) Multi -Function Inkiet Printe_r_s 5'1l° Full % , 26) Wide Format Printers J 5%1 Full Catalog % 27) Fax Machine Printers I 5% I Full Catalog % 28) Printe 5% Full Catalog ' % � 92L r+�L�IViIi °Io Full LA16fog % 36} Proiector Accessories 5% I Full Catalog % � 31 Audio Input I 5% Full Catalog % Video Cards 5% Full Latalog , % , _32) 33) Sound Cards 5% I Full Uatalog ; % , 34} Output Full Laiamg i % 3�} Printer Consumables 5% Full Catalog % � 36) Desktop 5% Full t;atalog % 37) Flash Full Catalog % � 38) Networking 5''i° FUII UAM]og ' % ' 4.00 Group 4 -Memory 39) Notebook ° 510 Full Catalog ° Io ' 46} Printer I Fax 5% Full Catalog % 41) Server 5% Full Catalog , % , 42) Adapters Fibre Channel 5% Full Catalog ; % , 43) Adapters FireWire 1 USB 5% 1 Full Catalog % 44) Adapters IutIA i WoATA 5% Full Catalog % 45} Adapters RAID 5% Full Catalog � % 1 46) Adapters SCSI 5% Full Cataloq % � Group 5 -Storage 47 Brid �i� & Fjouterp 5'd6 I 5'. FUII �:AM]og % Devices 48) Disk Arrays 5% FWj1 Catalog % 49) Disk Arrays JBQD I 5% I Full Catalog % 56) Drives Magneto -Optical 5% Full Catalog ; % , 51) Drives Removable Disks ' 5% Full Catalog ; % , 52) Fiber Channel Switches 5% Full Catalog % 53) Hard Disks - External I 5% I Full Catalog % Docu,'�lgn t=tts64pe Li, I V-r vaa-'i U98914336E1 6,00 Group 6 - Network Equipment 54) Hard Disks - Fibre Channel 55) Hard Disks - IDEIATAIS 56) Hard Disks - Notebook 57) Hard Disks - SCSI 58) Networking Accessories 59) Optical Drives - CD-ROM 6q) opt"01 priyes - CD-�yy 61) Optical DflVes - D11O-CD 62) Optical Drives - UVIJ )1{0 63) Storage Accessories 64) Storage - NAS 55) Storage - SAN 66) T Ape Autoloaders -Al I 67) Tape Autoloaders - DAT 68) Tape Autoloaders - DLT 69) Tape Autoloaders - LTA _70) Tape Drives - 4mm 71) Tape Drives - 8mm/VXA 72) Tape Drives - AIT 73) Tape Drives - DAT 74) Tape Drives - DLT 75) Tape Drives - LTOIUltrium 76) Tape Drives SDLT i t } i ape Drives - Travan td) 101100 Hubs & Switches 79) Estltlyes& iWuir;rs 80) Gigabit Hubs & 5wtiches 81) Concentrators & Mul>jp)exers 82) NA)Jvrmb Firewalls 83) Intrusion Detection 84) KVM 85) Modems 5% Full Catalog 5% Full Catalog b 1v Full Catalog 51% Full t,attilb'g 5% Full Catalog 5% Full Catalog 5% Full Catalog b% Full Catal6q 5% Full Catalog 5% Full Catalog 5% I Full Catalog 5% J Full Catalog 'S`"lo � Full C�rtaiug 5% Full Catalog 5% Full i:atalog 6% I Full Catalog S11I0 I Full i &Mflog 5% 1 Full Catalog 5% I Full Catalog 5% Full Catalog 5% Full Catalog 5% Full Catalog 5% Full Catalog 5% Full Catalog 5% I Full Catalog s 10 Kfll L atOl6g 5% Full Catalog 5% Full Catalog 5% Full C:aOINg 5% I Full Catalog 5% 1 Full Catalog 5% I Full Catalog i I I I I i I I I I I I I I I i I °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io °Io 7% °Io °Io °Io 0,❑ °Io 1 s 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 E 1 1 i 1 1 1 1 E 1 E 1 1 1 1 t Docu,'�ign tnn 46 pe 1%r. i V-r vaa-'I %I98914336E1 86] Network Test Equipment 87) Network Adapters I 88) Network Cables 89) Network Auvzsau Iris 90) Repeaters & I iwis..ttaciu j 91) Wireless LAN Accessories I _E) Token Am i,.jiILation 93) 10G Fiber Optic Transceivers 94) 1G Fiber Optic Transceivers 95) Licensing Packages (e.g. _Microsoft) 96) Licensing BaOk !q I 7) Licensing Barcode/OC 98) Licensing_ Blrsiq� s A gpp)icaXjon Licensing CAD/CAM 100) Licensing - Cloning 101) Licensin�-_Cu.,PwLAui 3�r� cam.• 102) Licensince - D�tafjso 103) Licensinq - Development 104) Licensing - Entertainment 7.00 Group 7 - Software 105) L;,,v, 41, , - Financial 106) Licensing - Flow Chart 107) Licensing - Graphic Desian 108) Licensing - Handheld 09) Licensing - Network O5 110) Licensln�c - 9S 11 i) Licensing - Persorfal Organization 112) Licensing- Presentation 113) Li1;ei i6k --Reference I 114) L,,.'_, ' „V Report Analysis 115) Licensing - Spreadhseet 116) Licensing - Utilities 5% 5% 15% b% 5% 5% 5% 5% 5% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4% 4e1° 4% Full Catalog Full Catalog Full Catalog Full uaMINg Full Catalog Full Catalog Full Cataloq Full t;dtlfog Full Catalog Full Catalog (Examples are Microsoft, Adobe, Vmware, etc) Full Catalog Full C:afalb'g Full Catalog Full Catalog Full Catalog Full Gdtalbl Full Catoiog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Gaialog Full Catalog % I r % , % % % % % % % % % i % ' % , % % i % r % % % i % ' % , % % i % i % % r DocuSign Envelope ILJ: 4oaorvoo-2265-4A10-AO6B-1C98914336E1 117) �jgen5jnq - Warranties 4% Full Catalog % 118) Licensing - Web Development 4% Full Catalog 119 Licensing - Word Processing 4% Full Catalog ; % 120 Software - Backup 40i° Full Catalog ; % 121) Software - Barcode / OCR 4% Full Catalog % 122) Software - Business 4% Full Catalog % A lication , 123) Software - CAD/CANA 4% _ Full Catalog % 124) Software - Cloning 4% Full Catalog % 12,) Software - Computer Services 4% Full Catalog % _126) Software - Database 4% Full Catalog 127 Software - Development 4% rud Catalog ; % 128) Software - Entertainment 4% r•Uu Catalog ; % 129) Software - Financial 4% Full Catalog % 130) Software - Flow Chart 4%° Full Catalog % 131) Software - Graphic Design 4% I Full Catalog % 132) Software - Handheld 4% I Full Catalog % 1N p ale - O$ 4% I Full Catalog % 134� b are - Personal 4% Full Catalog Organization ' 135) Software - Presentation 4% Full Catalog % 136) Software - Reference 4% Full Catalog ; % 137) Software - Report Ana Z is 4% Full Catalog % 138) Software - Spreadsheet 4% Full Catalog % ' 139) Software - Utilities 4% ruii catalog % 140 Software - Warranties ` 4% Full Cataldg % 141 Software - Web Development I 4% 1 Full Catalog % 142) Software - Word Processing 4% Full Catalog 143) Media - 4mm tape 5% I Full Catalog % 144) Media - AIT tape 5% Full Catalog 8.00 Group 8 - Media Supplies _ 145) Media - DAT tape 5% ; Full Catalog ; % 146) Media - DLT tape 5% Full Catalog % 147) Media LTO / Ultrium tape drive 5% Full Catalog % Dooul�ign tnn 46 pe I%r. I V-r vaa-'i U98914336E1 148) Media - Magneto - Optical 5% Full Catalog � 149) Media - Optical 5% Full Catalog I 150) Media - SLR tape b 1U Full Catalog 151) Media - Travan tape 5N'/° Full 152) Media - VXA tape 5% Full Catalog � 153) Media - zip 5% I Full Catalog 154) IP phones 15% Full Catalog r 155) Video conferencinproducts 15% I Full Catalog 156) Monitors[TV's 3% I Full Catalog � 157) Mounts 5% Full Catalog Group 9 - Collaboration & 9.00 IPT11) 158) Vulo" jo.r.64 0!servers r_,L,plwy 15°I° Full L �Z�lag 159) Headsets 15% J Full Catalog 160) Auw �uof.w)icinq products bII/0 Full Latmog � 161) Analoq phones 15% Full Catalog 162) Accessories 15% Full Catalog 163) AuvUoLj ii aoa ration 6% Full Catalog 164) Asset.Dispns.al 5''i° Full L:i Nog � 165) Asset Manaqement 5% Full Catalog � 166) Cables 15% Full Catalog 167) Cables - custom I *% Full Catalog blfl- nrinter gorage 15% Full Catalog 169} loud and Services 0% Full Catalog (such as Azure, Amazon, Wasabi, etc. 10.00 Group 10 -Other 170) Complex warranties b% I Full Catalog 171) Desktop Accessories 5II/° Dull Catalog 172) Display Accessories 5% 1 Full Catalog � 173) Electronic Services 5% I Full Catalog ' 174) Handheld Aut:Cssories 5% Full Catalog ' 175) Imaginq Accessories 5% Full Catalog 176) Imagin�c - Camcorders 15% Full Catalog a 177) Imagjng - Digital Cameras 15% I Full Catalog 178) Intrenal Lab Service 0% Full Catalog °IO °IO 7% °IO °Io °IO °Io °IO °Io DocuSign Envelope ILJ: 4oaorvoo-2265-4A10-AO6B-1C98914336E1 179) Lab fees 0% Full Catalog 180 Managed Services I 0% Full Catalog 181) Miscellaneous solutj(�ps 0% Full Catalog ; 182) Mounting hardware for b% Full Catalog ; vehicles 183) Networking Warranties 5% Full Catalog 184) Notebook Accessories 5% I Full Catalog ' i 185) Not book BatterieG y Y° Full Catalog ' � a order services 186 PC L b 0% I Full Catalog 1V) PO$ Accessories 5% Full Catalog I 188) POS Displays 3% F Full Catalog , 189) P�,i- 5% -ullCatalog 190) Power Surge Protection 5% 1 Full Catalog ; 191) Power UPS 5% I Full Catalog 192) Server Accessories 5% Full Catalog 193) Service Charge 0% Full Catalog { 194) System C. 5% Full Catalog 1 195) TrainingCourses 0% Full Catalog I$�) Training ReferenFe Manuals 0% Full Catalog + 197) Warranties - Electronic 5% Full Catalog , 198) iPAD / Tablet Stylus 5% I Full Catalog , 199) Mouse / Wrist Pads 5%1 Full Catalog ; 200) Security Locks and Hardware 5% Full Catalog 201 Tools 0% Full Catalog 203) Document Scanner 5% FLn Catalog ' Accessories 204) Flatbed Scanners 5% 1 Full Catal6'g 205) Mobile Scanners 5% Full Catalog I 201�j Network Scanners 5% I I Full Catalog , 207) Sheetfed Scanners 5% I Full Catalog ; 208) YIjde F9rmr71panOSl� s% Full Catalog ; 209) dWorkgroup / Department 5% Full Catalog I Scanner I °Io DocuSign Envelope ILJ: 4oaorvoo-2265-4A10-AO6B-lC98914336E1 210) Build to Order Desktopp 211) Nettop 212) Point of Sale 21 r) W),Vp 5 .mall Fp)7 Fppjor 214) Apple/ Mac Memory Upgrades 215) Chips / SIMMsISIPPs / ROMs 216) Computer Cases 217) CPUs / Fans 218) Mpmbory Acce.�$gfies 219) Motherboards 1 Chassis 220) 1 - 2 port Serial Boards 221) 3+ port Serial Boards 222) Console Server 223) Device Server 224) Terminal Server 225) Content Ma„.!E,,:... c I 24) Fj���;' all / VM Applicanres 2V) ultifunction Security App)jances 228) Network Camera Accessories 229) Network Cameras 230) Physical/Environmental Security 231) Security Applicance Accessories 232) Security Tokens 233) Unified Threat Management 234) 2-way Radios / Walkie Talkies 235) Apple Notebooks 236) Convertible PN / Slate PCs ! RAID 237) iPAD 238) Slate Tablet Comnuters 3% 3% 3% 3% 5% 5% 3 Yo 5% 5% 3% 3% 3% 3% 3% 3% fl°I 5% 5% t 5% 0% 5% 4% 4% 5% 3% 3% 3% 3% Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog =ull Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full i-atalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog Full Catalog i % i % , i % i % % % i % i % i i % , i % i % % % i % i % , i % , % % % % i % i i Docu,'�lgn tnn�64pe Li, I V-r via-'1 U98914336E1 239) GPS 1 PDA 240) Wireless Communication Devices 241 ] Batteries 242] Power Supplies 1 Adapters 243) Rackmountain EgVjpment 244] Remote Power Management l 245] 36-vo .a.po,.00. 246] UPS 1 BatterLBackuo 247) 14" & smaller Luu ulgplay 248) 15-19" LCD Display 249 15-19" Wide LCD Display � 250] 15-19" Wide LED Display 251 ] 20-30" LCD Display 252] to-ou vvlae LCD Displav 253j 20-30" Wide LED Display 254) PCoiP and Zero Client Displaxs 255] Arm Mounts 256) Ceiling Mounts 257] Combo Mounts ^258] Desktop Stands / Risers 259] Flat Wial Mounts 260) Mount Accessories 261 ] Pole DispWv 262) Stands ! Carts I Feet 263] Tilt Wall Mount. 264] C-Cure Products 265] Istar Products �266) Information T--�chnologylEducational Furnitur- 3% I Full Catalog 5% Full Catalog I % 1 % 1 , % , % I % I 1 1 I % 1 % % I % 1 I % 1 % , I % I 1 I I % I I I °♦° I I I I % I I % I % , % % % % % I % 1 % , DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 STANQAR SERVICE D HOURLY DISCOUNT FROM STANDARD RATE I RATE I Hourly rates are for SHI and current approved partner -performed services for standard engagements. Highly skilled projects and new partners may carry higher rates. 267) Data 1 Mobility Architect 0° �° Consultant $325,00 Per SOW 268) Design and Analysis $325.00 0% Per SOW 269) Cable Technician $115.00 0% Per SOW 270j Configuration $325.00 0% Per SOW 11.00 Group 11 -Services 271 ] Engineer $225.00 0% Per SOW 272) Implementation $225,00 0% Per SOW 273) Installation $225.00 0% Per SOW 274) Project Coordinator $85.00 0% Per SOW 275) Project Manager $185.00 0% Per SOW 276) Technician $90.00 0% Per SOW 277) Training $225,00 0% Per SOW 278) Maintenance & Support $225.00 0% Per SOW 279) Solution Architect 1 Consultant $275.00 0% Per SOW 280j Staff Augmentation Services $50-$500 0% Per SOW and Support Proposed Product 1 Group Discount Manufacturer Name All Other- future or unnamed 0% Full Catalog Group 12- Add itional categories 12.00 Products/Services Not Dell Apex FOB 0% Identified Cloud EULA URL's Amazon Web Services (AWS) https:llaws.amazon.comlagreementl Google Cloud Platform (GCP) https:/Icloud.google.com/torms Microsoft Azure: https://azure.microsoft.com/en-us/support/legal/ DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 EXHIBIT C MESA STANDARD TERMS AND CONDITIONS 1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. 2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the other Party's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the other Party will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve either Party from any of its obligations and liabilities under the Agreement. Notwithstanding the foregoing, either Party may assign this Agreement and its rights, interests, liabilities and obligations thereunder to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets following sixty (66) days written notice. 4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 5. NOTHIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. 6. NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the Products or Services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. 7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or Product will be allowed unless approved in writing, in advance, by the City and Contractor. S. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement. 9. COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug -free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug -free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.RS.§ 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.RS. § 23-214(A) (hereinafter "Contractor Immigration Warranty"). ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. iv. The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed. V. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2748 of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.RS. § 23-214 (A). d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VI of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. e. State Sponsors of Terrorism Prohibition. Per A.RS. § 35-392, Contractor must not be in violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City. 10. SALESMSE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's Services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is D9tt exempt from state and local sales/use taxes. 11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of Services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. 12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona's public records laws (A.RS. § 39-121 et. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process. 12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential. 12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor. 13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City. 14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform Services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. DocuSign Envelope ID: 4B93F963-2265-4A10-A06B-1C98914336EI 15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide Services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of Services under this Agreement. 16. DEFAULT. a. A party will be in default if that party: i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Articie 7 or in an illegal manner; or iv. Fails to carry out any term, promise, or condition of the Agreement b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City's Procurement Rules. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non -defaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. in the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement. 17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non -defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the Services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute Services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; {iii} collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute Services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs. DoouSign Envelope ID: 4B93F963-2265-4A10-AO6B-1C98914336EI C. The non -defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, indirect, special, or consequential damages. 18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. 19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice. 20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511 ). Pursuant to A.RS.§ 38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. 21. TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. 22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those Services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the Products and Services provided and received Contractor's properly prepared final invoice. Termination of this Agreement shall not affect the obligations of the City or Contractor under any existing Order issued under this Agreement, and such Order shall continue in effect as though this Agreement has not been terminated, and was still in effect with respect to such Order. 23. NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any Services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. 24. I N DEM N IF ICATIONILIABI L ITY. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with this Agreement. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification. C. The City assumes no liability for actions of Contractor and will not indemnify or hold DocuSign Envelope ID: 4B93F963-2265-4A10-AO EB-1C98914336E1 Contractor or any third party harmless for claims based on this Agreement or use of Contractor -provided supplies or Services. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY CONTRACTOR, THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT. 25. RESERVED 26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. 27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of Products or Services or any Products or Services at all under this Agreement and acknowledges and agrees that the Products or Services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or perfonnance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for Products or Services which exceed its actual needs. 28. OWNERSHIP. All deliverables, Services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the perfonnance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. Notwithstanding the foregoing, Contractor shall retain ownership rights to (1) all of its previously existing intellectual property, including any systems, derivatives, modifications and enhancements thereto, (2) confidential infonnation of contractor, and (3) any tools or scripting applications used, developed or created by Contractor or its third -party licensors during the perfonnance of this Agreement. 29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City. 30. PROHIBITED ACTS. Pursuant to A.RS. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential infonnation acquired by such personnel in the course of his or her official duties at the City. 31, FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. 32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these Services and such loss, injury, or destruction will not release Contractor from any obligation hereunder. 33, SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees. DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 34, WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the Products and Services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties. 35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will becalculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute Products or Services. 36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of Services. Payment will be negotiated and determined by the contract administrators). 37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. 38. COOPERATIVE USE OF CONTRACT. This contract is available through ❑MNIA Parterns to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies through ❑NMIA Partners or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. City currently holds or may enter into Intergovernmental Governmental Agreements (IGA) with numerous governmental entities. These agreements allow the entities, with the approval of Contractor, to purchase their requirements under the terms and conditions of this Agreement. A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide Services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this DocuSign Envelope ID: 4B93F963-2265-4A10-AO 6B-1C98914336E1 subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school Council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct. Additionally, Contractor will comply with the governing body's fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide Services on school district properties until authorized by the school district. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. The City is not a party to any agreements between the Contractor and OMNIA Partners, OMNIA Partners and other agencies, the Contractor and other agencies, or any third -party contracts in any way related to this Agreement or the cooperative use of this Agreement. 39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division. 40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via email or facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. 41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona. The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County, Arizona. 42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. 43, PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. 44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. 45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, orother expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. 46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) DocuSign Envelope ID: 4893F963-2265-4A10-AO 6B-1C98914336E1 person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable. 47. PCI DSS COMPLIANCE. In the event any Contractor engages in payment card transactions as a part of the services provided to City, Contractor shall comply with the Payment Card Industry Data Security Standards ("PCI ASS") and any amendments or restatements of the PCI ASS duringthe Term of this Agreement. Contractor accepts responsibility for the security of City's and/or any customer's credit card data in its possession, even if all or a portion of the services to City aresubcontracted to third parties. DocuSign Envelope ID: 4B93F963-2265-4A10-AO6B-lC98914336E1 EXHIBIT D SPECIAL TERMS AND CONDITIONS FOR FEDERAL FUNDS Doce$tgn EnMope r31906E82MAA34$C2-17sD-CCD61)A51C%BE SPECIAL TERMS AND CONDITIONS FOR FEDERAL FUNDS 1. DEFAULT. 1-1- A party will be in default of the Agreement if that party. L Is or becomes insolvent or is a party to any voluntary bankruptcy or reeeiyership proceeding. makes an assignment for a creditor, of there is any similar action that affects Contractor's capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days. Ili_ Conducts business in an unethical manner as set forth in the City Procurement Rules Arbcle 7 or in an Illegal manner: or iv. Fads to carry out arty term, promise, or condrtlon of the Agreement. 1.2_ Contractor will be in default of this Agreement If Contractor is debarred from parucipaung in City procurements and 5olicitauons in accordance with Article 6 of the Crty's Procurement Rules. 1.3, Notice and Opportunity to Cure. In the event a parry Is in default then the other parry will provide written notice to the defaulting party of the default. The defaulting patty will have thirty (30) days from receipt of the notice to cure the default. unless the default is of a nature that it is reasonably anticipated to affect the health, safety. or wetfafe of the public and, in such an event, the non -defaulting party may require a minimum seven (7) days to cure the default from the date of receipt of the notice. the cute period may be extended by mutual agreement of the parties. but no cure period may exceed ninety (9D) days. A default nonce will be deemed to be sufficient it it is reasonably calculated to pro vido not of the nature and extent of such defauR_ Failuto of the non -defaulting party to provide notice of the default does not waive any rights under the Agreement_ Failure of the defaulting party to cure the default will entitle the non -defaulting party to the election of remedies specific to the party as set forth in section 17 below. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's Intent or ability to perform. the City may demand that Contractor give a written assurance of its Intent and ability to perform. In the event, demand is made and no written assurance is given within ten (10) calendar days. the City may treat this failure as an anticipatory repudiation of the Agreement entitfrng the City to terminate the Agreement in accordance with section 17(a) below. Agreed Ll NA ❑ Exception. 2. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. in the event of default_ 2.1_ The n on -d of a ul ting parry may temtinate the Agreement. and the termination will be effective immediately or at such other date as specified by the terminating party. 22. The City may purchase the services or materials requlred under tho Agreement from the open market, complote the required work itself. or have ct completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract puce in the Agreement, the Cray may recover the excess cost by: (i) requiring Immediate reimbursement by the Contractor to the City: (r) deduction from an unpaid balance due to Contractor: (sir) collection against the proposal and performance security, it any: (iv) collection against liquidated damages (if a pplrcable); or (v) a comtxnabon of the aforementioned remedies or other remedies as permitted by law. Costs in this Subsection (b) include any and all. fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement inesuding, but not limited to. administrative expenses. attorneys fees. and costs. 2.3. The non -defaulting party will have a I I other rights granted under this Agreement and all rights at law or in equity that may be available to it. 2.4. Neither party wilt be liable for incidental. special. or consequential damages. Agreed K NA ❑ Exception. 3, CONTINUATION DURING DISPUTES. Contractor agrees that dunng any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action. or otherwise required or obligated to cease performance by other provisions in this Agreement - Agreed M NA El Exception: DocuSign Envelope ID: 4B93F963-2265-4A10-AO6B-lC98914336E1 DocuSignEn-McPeID r9DriESZMA43�BCZ-A7'b-CCD6M6lClBE SPECIAL TERMS AND CONDITIONS FOR FEDERAL FUNDS 4. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole, for its sole convenience upon thirty (30) calendar days written notice. Contractor acknowledges that, as with any termination permitted under this Agreement- in the event of a termination for convenience. Contractor is only entitled to payment in accordance with section 22 (Payment to Contractor Upon Termination). Coritfaclor will not be entitled to any anticipated lost profits had the Agreement been performed to completion. Agreed N NA ❑ Exception. 5. NONDISCRIMINATION. Contractor understands and acknowledges that it is the policy of the City of Mesa to promote non-clisc imination. As such. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, ooiw. national origin, age. disability. religion. sex, sexual orientation, gender identity and expression, veterans' status, marital status, or genetic information. and represents and warrants that it complies with all applicable federal, state. and local laws and exeeuuve orders regarding employment. In performance under this Agreement. Contractor and Contractor's personnel will comply with applicabie provtslons of the following laws (as amended). Ti" V11 of the U_S. Civil Rights Act of 1964. Section 504 of the Federai Reh a bt litab on ACL the Americans with DisabiliLes Act {42 U.S.C. § 121 D1 et seq.}. and any other applicable nan•discriminatron laws and rules. Agreed ❑r NA ❑ Exception: 6. DAVIS43ACON ACT. For all prime constfuction contracts in excess of S2,000, all [ran sactions regarding this contract shall be done in corn plianoe with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146. 3148) and the requirements of 29 C.F.R_ pt. 5 as may be applicable. The contractor shall comply with 40 U.S.C. 3141-3144. and 3146-3148 and the fequIremenis of 29 C.F_R. pt_ 5 as applicable. Contractors are requred 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. Additionally, contractors are required to pay wages not less than once a week. Agreed X NA ❑ Exception: !. COPELAND "ANTI -KICKBACK" ACT. 7.1. Contractor. The contractor shall comply with 18 U.S.C. § 8 74. 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable. which are incofporated by reference Into this contract. 7.2. Subcontracts. The contractor or subcontractor shall insert to any subcontracts the clause above and such other clauses as FEMA may by appropnate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with aIt of these contract clauses. 7.3. Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §5.12. Agreed ❑■ NA ❑ Exception: 8. CONTRACT WORK AND SAFETY STANDARDS ACT. Where applicable (see 40 U.S.C. §§ 3701-37081, all contracts in excess of $100.000 that involve the employment of mechanics or laborers each contractor shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. Further. no labor or of mechanec must be fequired to work in surroundings or under working conditions which are unsanitary. hazardous, or dangerous. 8.1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek m which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 8.2. Vwtation. Irabday for unpaid wages: liquidated damages. In the event of any violation of this section. the contractor and any subcontractor responsible thorefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory. to such District or to such territory). for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards. employed in its, 12;202 r DocuSign Envelope ID: 4B93F963-2265-4A10-AO6B-lC98914336E1 0acu5+9nEnvelcpeQ 19DOE82MA43-ABC2-A7'0-CCP6DA6lClBE violation of the clause set forth in this section, in the sum of $26 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this section. 8.3. Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld. from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor. such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. 8.4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clauso requiring the subcontractors to include [peso clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor of lower tier subcontractor with the clauses set forth in this section. Agreed ❑■ NA ❑ Exception. 9. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If this Contract is for the performance of experimental, developmental, or research work, including any assignment substitution of parties. or subcontracts, the City and the Contractor shall comply with the requirements of 37 CFR Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms tinder Government Grants. Contracts and Cooperative Agreements) and any implementing regulations issued. Agreed 0 NA ❑ Exception: 10. CLEAN AIR ACT. The contractor agrees to. 10.1. The contractor agrees to compty with all applicable standards. orders or regulations issued pursuant to the Clean Air Act. as amended. 42 U.S.C. § 7401 et seq. 10.2. The contractor agrees to report each violation to the City and understands and agrees that the City will, in turn. report each violation as required to assure notification to the required Federal Agencies. 10.3. The contractor agrees to include these requirements in each subcontract exceeding $150,000. Agreed E NA ❑ Exception: 11. FEDERAL WATER POLLUTION CONTROL ACT. 11.1. The contractor agrees to comply with all aFoiicable standards, orders. or regulations issued pursuant to the Federal Water Pollution Control Act. as amended, 33 U.S.C. 1251 et seq. 11.2. The contractor agrees to report each viola lion to the City and understands and agrees that the City. in turn. report each violation as required to assure notification to the required Federal Agencies. 11.3. The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed rn whole or in part with Federal assistance. Agreed W NA ❑ Exception_ 12. DEBARMENT. if the Respondent has been debarred. suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal. state, or local government or agency, or if any such preclusion from participation from any public procurement activity is currently pending. the Respondent shall include a letter with its Response identifying the name and address of the governmental unit. the effective date of the suspension or debarment. the duration of the suspension of debarment. and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed descrlption of all relevant circumstances must be provided by the Respondent, including the details enumerated above. A Response from a Respondent who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. Failure of a Respondent to disclose a debarment or suspension in accordance with this Section may result in the Response being disqualified for an award of the Solicitation. Debarment status will be verified using the federal System for Award Management (SAM). DocuSign Envelope ID: 4B93F963-2265-4A10-AO6B-lC98914336E1 1)ocu5�gn EavelopE, r' sbIT6E112"443-A SC2-A71D-CCD6 A5IC+BE SPECIAL TERMS AND CONDITIONS FOR FEDERAL FUNDS Agreed ❑■ NA ❑ ExcepWn. 13. ACCESS TO RECORDS. Offeror agrees that the City or any of their duly authort2ed representatives shall have access to any documents. papers, a athe r records of offeror that are pertinent to offeror's discharge of its obligahons under the Contract for the purpose of making audits. examinations. excerpts, and transcriptions. The rght also includes timety and reasonable access to offeror's personnel for the purpose of interview and discussion relating to such documents. Agreed ❑■ NA ❑ Exception: 14. RECORDS RETENTION. When federal funds are expended by the City for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requrements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain these records as required for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable. and all other pending matters are closed. Agreed ❑■ NA ❑ Exception. 15. ENERGY POLICY AND CONSERVATION ACT. Contractor must comply with mandatory standards and policies reiaunq to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. §6201). Agreed ® NA ❑ Exceplion: 16. BUY AMERICA, The Btiv America requirements apply to constfucbon contracts and acquisitions for goods of rolling stock valued at more than $100.000. The Contractor agrees to comply with 49 U.S.C. §5323q) and its implementing regulations at 49 CFR Part 661, any amendments thereto and any implementing guidance issued by the FTA. Agreed K NA ❑ Exception: 17. APPUCABIUTY TO SUBCONTRACTORS. Offeror agrees that all contracts a awards pursuant to the Contract shall be bound by the foregoing terms and ccndaions. Agreed K NA [] Exception: 18, SOLID WASTE DISPOSAL ACT. The Contractor 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 auide6nes of the Environmental Protection Aqencv (EPA) at 40 CFR Part 247 that contain tit@ highest percentage of recovered materials practicable. consistent with maintaining a satisfactory level of eompetinon, where the purchase price of the item exceeds S 10.OW or the value of the quantity acquired during the preceding fiscal year exceeded $ 10.000; procuring solid waste management sorvices in a manner that maximizes energv and resource recovery. and establishing an affirmabve procurement program for procurement of recovered materials identified in the EPA guidelines. Agreed © NA ❑ Exception: 19. BYRD ANTI -LOBBYING AMENDMENT. Contractors that apply or bid for an award exceeding $100,000 must frte the required certification_ Each tier certifies to the be above that It will not and has not used Federal approprialed 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. 19.1. No Federal appropriated funds have been paid of wilt be paid for on behalf of the undersigned, to any person for influencing or attempting to infuence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract. this making of a Federal grant, the making of a Federal loan. the entering tnto a cooperative agreement and the extension. continuation, renewal, amendment. or modification of a Federal contract, grant, (can, or cooperative agreement. 192. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress. or an employee of a Member of Congress in connection with this Federal grant or cooperative R ti;J,70z1 DocuSign Envelope IU 4B93F963-2265-4A10-AO6B-lC98914336E1 Docuftn Envelope 1) 19DSE82"A43-4BC2-471D-CCD60A6IC19E E31xd131iE�:�' �,1_l9•Idel:fiillij; F.I�•]:;��•IX;7•�;i�I:fb9 agreement. the undersigned shall complete and submit Standard Form-LLL. 'Disclosure Form to Report Lobbying', in accordance with Its instructions. 19.3. This certification shall be included in all subawards at all tiers (including subcontracts. subgrants. and contracts under grants. loans, and cooperative agreements) and that all subreapienis shall certify and disclose acoordIngly. Please check the appropriate box. 0 No funds have been used or are planned to be used for lobbying in connection with this contract, or [] Attached is Standard Form LLL, 'Disclosure of Lobbying Activities.' which describes the use (past of planned) of funds for lobbying in connection with this contract Agreed P•? NA 0 Exception. Offeror agrees to comply with the requirements In these Terms and Conditions as well as all federal, state, and local laws. rules, regulatlons, and ordinances. as applicable. Company Name SHI International Corp. Phone Number_ rmad address Contracts@shi.com Printed Name and Title of Authorized Representative. Kristina Mann Sr. Manager - Contracts. Legal Signature of Authorized Representative: [ x pate. 17/20/2023 I as tlq : ry04 [W M fire 'e� 2J: f IrSHI TAB B — Other Forms VENDOR INFORMATION FORM Company LegalfCorporate Name: SHI International Corp. Doing Business As (if different than above): N/A Address: 290 Davidson Ave. City: Somerset State: New Jersey Zip: 08873 Phone: 888-764-8888 Fax: 888-764-8889 E-Mail Address: Victoria Lewkowitz(ashi.com Website: www.shi.com DUNS # 61-142-9481 State Where Business Entity Was Formed: New Jersey UNIQUE ENTITY ID # (generated by SAM.gov): CEFCD4ICLDJ8 Tax Identification Number (TIN): 2 2- 3 0 0 9 6 4 8 Remit to Address [if different than above}: Order from Address (if different from above3: Address: PO Box 952121 Address: same as above City: Dallas City: State: Texas Zip: 75395-2121 State: Zip: Contact for Questions about this bid: Name: Amelia Jakubczvk Title: Director. SLED Contract Capture and Development Phone: 303-882-8012 E-Mail Address: amelia iakubczvk(n�shi.com Dav-to-Dav Proiect Contact (if awarded): Name: Victoria Lewkowitz Title: Account Executive Phone: 650483-9333 E-Mail Address: victoria IewkowitzAshi.com PAGE 6 IrSHI TAB B — Other Forms Sales/UseTax Information (check one). FIRespondent is located outside Arizona and does NOT collect Arizona State Salesf Use Tax. (The City will pay use tax directly to the Arizona Department of Revenue.) Respondent is located outside Arizona but is authorized to collect Arizona Sales/Use Taxes. (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities.) State Sales Tax Number: 07-603089-C City Sales Tax Number: 07-603089-C City of: Mesa AZ Applicable Tax Rate: 8.3 % IIRespondent is located in Arizona. (Respondent will invoice the City the applicable sales tax and remit the tax to the appropriate taxing authorities) State Sales Tax Number: City Sales Tax Number: City of: AZ Applicable Tax Rate: % PAGE 7 IrSHI TAB B. — Other Forms EXCEPTIONS & CONFIDENTIAL INFORMATION FORM Exceptions (mark one). Respondents shall indicate any and all exceptions taken to the provisions or specifications in this Solicitation. Exceptions that surface elsewhere in the Response and that do not also appear under this section shall be considered rejected by the City, invalid and of no contractual significance. Other Forms or Documents: If the City is required by the awarded Respondent to complete and execute any other forms or documents in relation to this Solicitation, the terms, conditions, and requirements in this Solicitation shall take precedence to any and all conflicting or modifying terms, conditions or requirements of the Respondents forms or documents. *Special Note — Any material exceptions taken to the City's Specifications and/or Standard Terms and Conditions may render a Bid Non -responsive. No exceptions Exceptions Taken: Please describe the exact sections to which exception is taken. If proposing new or modified language, your firm shall identify the requested language below or provide as additional attachment. The City reserves the right to accept or reject any requested exceptions listed in the below section or attached to the solicitation. SHI Response: Please see proposed exceptions starting on page 125_ ConfidentiallProorietary Information (mark one). II No confidentiallproprietary materials have been included with this Response. 2 ConfidentiallProprietary materials included with Response. Respondent must identify below any portion of their Response deemed confidential or proprietary and attach additional pages if necessary (See Mesa Standard Terms and Conditions related to Public Records). Requests to deem the entire bid as confidential will not be considered. The disclosure by the City of information deemed by Respondent as confidential or proprietary is governed by City of Mesa Procurement Rules. SHI Response: The below information is considered confidential: Contract data on page 121 SHI's Dun & Bradstreet report following our proposed exceptions. PAGE 8 IrSHI TAB B — Other Forms GENERAL QUESTIONNAIRE FORM 1. Compliance with Applicable Laws. Respondent complies with Exhibit 1 Draft Agreement, Exhibit C, Mesa Standard Terms & Conditions, 9. "Compliance with Applicable Laws"? M No 2. Compliance with Insurance Requirements. The City of Mesa may or may not require the Contractor to provide the City with a Certificate of Insurance (COI). If a CDI is not required, Respondent still agrees and will comply with all insurance requirements as described in the Draft Agreement (Exhibit 1) and agrees to ain and retain required insurance throughout the term and any renewal/extension of the Agreement. V a No 3. Delivery. Delivery, as stated in Detailed Specifications, can be met. Ye No If no, specify number of days for delivery 4. Payment Terms. Payment Due (Not less than Net 30 days): Net 30 Payment Discount of 0 % if invoices are paid within 0 days of receipt. 5. Credit Card/Procurement Card. In response to this solicitation/contract, does Respondent allow payment of invoices using a credit card (Procurement Card)? Refer to Draft Agreement, Terms & Conditions, Section 5.6, Payment of Funds. 0 No (Marking a "no" answer will not disqualify your Response.) Will you offer a discount use of Credit Card/Procurement Card Purchases? Yes % 1.NJo (Marking a "no" answer will not disqualify your Response.) Will you impose a processin fee for the use of Credit Card/Procurement Card Purchases? Yes °/ N❑ (Marking a "no" answer will not disqualify your Response.) 6. Cooperative Purchasing. The Use of this Agreement as a cooperative purchasing agreement available to other governmental agencies is described in the Mesa Standard Terms and Conditions. The use of this Agreement as a cooperative purchasing agreement is subject to approval by the Respondent as designated below. i. Does Respondent agree to extend the prices, terms and conditions of the Agreement to other agencies as (Ifified in the Standard Terms and Conditions? No (Marking a "no" answer will not disqualify your Response.) Addenda. Respondents are responsible for verifying receipt of any addenda issued by checking the City's website at https://vendor.mesaaz.govi in the Vendor Self Service portal prior to the Response Due date and time. Failure to acknowledge any addenda issued may result in a response being deemed non -responsive. Failure to review addenda does not negate Respondent's initial offer and holds Respondent for any changes prior to Response Due date and time. Acknowledgement of Receipt and Consideration of Addenda (if applicable): Addenda Q2 3 4 PAGE 9 IrSHI TAB B — Other Forms LAWFUL PRESENCE AFFIDAVIT V CHECK HERE AND SKIP THIS AFFIDAVIT IF: Respondent is an LLC, a Corporation or a Partnership as indicated on your W-9. (Please include a copy of your W-9) COMPLETE THIS AFFIDAVIT IF: Respondent is an Individual (Natural Person) or a Sole Proprietor as indicated on your W-9. (Please include a copy of your W-9) ARS § 1-502 requires any person who applies to the City for a Local Public Benefit (defined as a Grant, Contract or Loan) must demonstrate through the presentation of one (1) of the following documents that he/she is lawfully present in the United States (See the Solicitation Instructions for more information). Please place a check mark next to the applicable document and present the document to the City employee. If mailing the response, attach a coov of the document to this Affidavit. (If the document says on its face that it may not be copied or you know for reasons of confidentiality that it cannot be copied, you will need to present the document in person to the City for review and signing of the affidavit) n 1) Arizona driver license issued after 1996. Print first 4 numberslletters from license: n 2) Arizona non -operating identification license. Print first 4 numberslletters: II 3) Birth certificate or delayed birth certificate issued in any state, territory or possession of the United States. Year of birth: Place of birth: Ll 4) United States Certificate of Birth abroad. Year of birth: Place of birth: II 5) United States passport. Print first 4 numberslletters on Passport: II 6) Foreign passport with a United States Visa. Print first 4 numberslletters on Passport: first 4 numbers/letters on Visa: II 7) 1-94 form with a photograph. Print first 4 numbers on 1-94: Print II 8) United States Citizenship & Immigration Services Employment Authorization Document (EAD). Print first 4 numberslletters on EAD: Ll 9) Refugee travel document. Date of Issuance: Refugee Country: n 10) United States Certificate of Naturalization. Print first 4 digits of CIS Reg. No.: II 11) United States Certificate of Citizenship. Date of Issuance: Place of Issuance: n 12) Tribal Certificate of Indian Blood. Date of Issuance: Name of Tribe: n 13) Tribal or Bureau of Indian Affairs Affidavit of Birth. PAGE 10 IrSHI TAB B — Other Forms Year of Birth: n 14) Consular ID Card. Country: Place of Birth: Expiration Date: In accordance with the requirements of Arizona law, I do swear or affirm under penalty of perjury that I am lawfully pr sent in, h ni S#ates and that the document I presented to establish this presence is true. {I r SHI International Corp. Signature Business/Company Name Maya Lynch Print Name 1212012023 Date Verification of Attachment by City Staff: Signature Date PAGE 11 Item Description Dell Op€iPlex Micro 7010 Dell Latitude 5340 Dell Latitude 5540 Dell 492-BCBK Apple MacBook Pro - M2 Pro Apple 12.9-inch iPad Pro Wi-Fi + Cellular Samsung Galaxy Tab E - Tablet Logitech MK270 Wireless Keyboard and Mouse set Logitech ERGO M575 - Trackball Apple Pencil 2nd Generation HP 27ER 27 Inch Display Dell P2422H - LED monitor Kingston DDR4-32 Cisco DDR31- Seagate Video Dell PowerVault San Disk Cruzer Biade Cisco Nexus 7000 Series - Switch - Rack Mountable - With Fan Tray Juniper EX4200 24F - Switch - Managed Ruckus ZoneFiex R60O - Wireless Access Point OpenScape Desk Phone CP700X Mediatnx G7 1 PRE Gateway APC Smart UPS 5000VA Tower/Rack-mountable UPS APC 150DVA 2U 120V Smart UPS with Network Card Specification Core i5 135MT 1 16 GHz, vPro Enterpnse, RAM 16 GB, SSD 256 GB, NVMe, Class 35 133SUll3 GHz, Win 11 Pro, Intel Iris Xe Graphics, 16 GB RAM, 25C GB SSD NVMe, 0ass 35 1335U11 3 GHz, Win 11 Pro, Intel Ins Xe Graphics, 16GB RAM, 256 GB SSD NVMe, C€ass 35 Power adapter, 90 Watt, for Dell Latitude 3400, 3500, 5289 2-In-1, 5300, 53D0 2-in-1, 5310, 5310 2-in-1, 5400, 5401, 5410, 5411, 5500, 5501, 5510, 5511, 7300, 7310, 7389 2-in-1, 7390 2-in-1, 7400, 7400 2-in-1, 7410, 7410 2- in-1, 9410 2-in-1, 9510; Precision 3540, 3541, 3550. 5550, 5750, Dell XPS 15 95DO, 17 9700 M2 Pro 19-core GPU, 16 GB RAM, 512 GB SSD, 16.2" 3456 x 2234 @ 120 Hz, 802-11alblglnlacJax (Wi-Fi 6E), Bluetooth 6th generation, tablet, 128 GB, 12 9" IPS (2732 x 2048), 3G, 4G, 5G Android 6.0 (Marshmallow) - 16GB - 8" - 4G Keyboard and mouse set, wireless, 2.4 GHz, English W ireless,2.4 GHz, Bluetooth 5.0 LE, USB wireless receiver, graphite Stylus for tablet, for 10.9-inch iPad Air (4th generation); 11-inch iPad Pro (1st generation, 2nd generation), 12.9-inch iPad Pro (3rd generation, 4th generation) 24", 1920 x 1080 Full HD (108Op) { 60 Hz, IPS, 250 cdlml, 10DDA 32 C - DlI 288-pin 32 GB- LRDIMM 240-pia 3.5 HDD ST4000VM000 4TB RD1000 RDX USB external USB flash drive 8 GB C5 C5G124-24P2 Switch 24 ports Managed DELIVERY: See Specifications andlor Mesa Standard Terms and Conditions. %Off Catalog Unit of Discount (As SHE Advertised Extended Price Item Number Measure identifed on National Price (Advertised Price Off Catalog) Pricing Tab) CT66J EA 3.a3% S 781.00 $ 757.57 GVH6J EA 3.00% $ 1,311_00 $ 1,271.67 BGHCF EA 300% $ 1,168.00 $ 1,132.96 492-BCBK EA 5.OD% $ 74.00 $ 7030 MNW83LUA FA 3 D0% $ 2,36800 $ 2,29696 MP5X3LUA EA 3.OD% $ 1,273.00 $ 1,234.81 SM-T377VZKAVZW EA 3.00% $ 182.00 $ 176.54 920 O4536 EA 5.0D% $ 29.OD $ 27.55 910-005869 EA 5.OD% $ 57.00 $ 54.15 MU8F2AM1A EA 5.0D% $ 124.OD $ 117.80 1F2J9AAAABA EA 3.01)% $ 20720 $ 200.98 DELL-P2422H FA 3 D0% $ 217.00 $ 21OA9 KTH-PL424132G FA 0 00% EOL $ UCS-ML-1X324RY-A EA S.OD% $ 603.78 $ 57359 ST400DOVM000 EA S.OD% $ 112.00 $ 106AO RD1000 EA 5.00% $ 340.00 $ 323.00 SDCZ50-008G-B35 EA 0.00% NIA $ N7K-C7010= FA 5 00% $ 213,604-CO $ 27,113.80 EX4200-24F-TAA FA D UO% NIA $ 901-R6DD-USOO EA S.OU% $ 963.CO $ 914.85 L30250-F600-C439 EA 0.00% EOL $ i50K60000MXDD002000 EA 0.00% EOL $ SUA500ORMT5U EA 5.00% $ 5,312.0 $ 5,046.40 SMT1500RM2UCNC EA 5.00% $ 1,544.CO $ 1,466.80 Total Price $ 43,156.63 Proposer Name: SHI International Coro. National Pricing Discount SHI Contract # 2024056-02 For each item listed on the National Priceing Tab, Offerors are encouraged to provide a discount off of a verifiable price list by all manufacturers proposed. For example, Group 2, Item 5 is Keyboards. Offeror(s) may wish to propose more than one manufacturer of keyboards, such as Logitech, Fellows, Belkin, Kensington, Tripplite, Dell, HP, Apple, etc. Offeror(s) should provide a separate discount for each manufacturer being proposed. Offeror(s) should add additional columns to the pricing page(s) in order to accommodate additional manufacturers' discounts. In addition to indicating vour or000sed discounts. you must also abnly those discounts to the sample items in the Citv of Mesa Market Basket tab (below). A. Propose a national discount off list price pricing structure. These are the minimum discounts Supplier will offer to Participating Agencies. B. Describe the catalog or index that discounts will be taken. C. Describe any special manufacturer pricing available to Participating Agencies. D. Describe any special large order or large customer pricing or additional discounts available to Participating Agencies. E. Describe any products offered by Supplier that are not captured in the pricing matrix below. Describe how Supplier proposes to price those items. Proposed Item # Product Product / Group Discount 1� Desktops 3% 2 Notebooks 3% 1.00 Group 1 - Systems 3 Tablets 3% 4 Servers (Physical and Virtual) 3% (1 Processor, 2 Processor, 4+ Processor, Blade, Tower, Unix, Handhelds, etc) 5 Keyboards 5% 6 Mice 5% 7 Imaging Scanners 5% 8 POS Scanners 5% 9 Pointing Devices 5% 2.00 Group 2 - Input Devices 1 l Bar Code Readers 5% 11 Audio Input 5% 12 Input Adapters 5% 13 PC and Network Cameras 15% 14 Input Cables 15% 15 Input Accessories 15% lb Uisplays 3% 1 /) Printers 5% 18) Ink)et Printres 5% 2 1 Ink)et Photo Printers 5% 2 ) Laser Printers 5% 21) Label Printers 5% 2') Uot Matrix Printers 5% 2' Multi -Function Printers 5% 24 Wide Format Printers 5% 2b Multi -Function Ink)et Printers 5% 3.00 Group 3 - Output Devices 26 Wide Format Printers 5% 2 Fax Machine Printers 5% 2 Printer Accessories 5 29 Projectors 5% 30 Protector Accessories 5 31 Audio Input 5% 32 Video Cards 5% 33 Sound Cards 5% 34 Output Accessories 5% 3b Printer Consumables 5% 36 Desktop 5% 37) Flash 5% 4.00 Group 4 - Memory 38) Networkinq 5% 39) Notebook 5% 40) Printer / Fax 5% 41) Server 5% 42{f Adapters Fibre Channel 5% 43 Adapters FireWire / USB 5% Rf aplicaf mar Proposed Manufacturer Name I Discount Full Catalog (,Examples are HPE.Dellr Lenovo, Acer, ,$pple,etc) r % Full Cataloq (Examples are HPE, Dell, Lenovo, Acer Apple etc) i % Full Catalo(ExmJes are HPE, Dell 4 Lenovo, Acer, Surlace,Apple etc) Full Ca Xamples Dell, APE, Lenovo, IBM, Cisco, I % 9 a og are etc) I Full Cataloq I ! 9 Full Cataloq 9 Full Cataloq I °r Full Cataloq 9 Full Cataloq i 9 Full Cataloq 9 Full Cataloq I 9 Full Cataloq I 9 Full Cataloq t 9 Full Cata(9q ! °r Full Cata(�0 °r Full Cataloq 9 Full Cataloq i 9 Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq Full Cataloq re —you may 7dTa7dT na7175ppTcab ufacturers/discounts I man JProposed Manufacturer Name Discount Jr J i U I I % r % j ! Y i % oyoy oy ! % oy j ! i % e, you may aad aJMA-o ai1 ifacturers/discounts 1 Manufacturer Name I � 1 I 1 � t 1 ' I Item # 5.00 Product Group 5 - Storage Devices 6.00 Group 6 - Network Equipment Proposed Product/Group Discount Manufacturer Name 44 Adapters IDE/ATA/SATA 5% Full Cataloq 45 Adapters RAID 5% Full Cataloq 46 Adapters SCSI 5% Full Cataloq 47 Brid, es & Routers 5% Full Cataloq 48 DiskIrrays 5% Full Cataloq 49) Disk Arrays JBOD 5% Full Catall� 50) Drives Maqneto-O `cal 5% Full Catardq 51) Drives Removable Disks 5% Full Cataloq 52) Fiber Channel Switches 5% Full Cataloq 531 Hard Disks - External 5% Full Cataloq 54 Hard Disks - Fibre Channel 5% Full Cataloq 55 Hard Disks - IDE/ATA/S 5% Full Cataloq 56 Hard Disks - Notebook 5% Full Cataloq 57 Hard Disks - SCSI 5% Full Cataloq 58 Networking Accessories 5% Full Cataloq 59 Optical Drives - CD-ROM 5% Full Cataloq 60 Optical Drives - CD-RW 5% Full Cataloq 61 Optical Drives - DVD-CD 5% Full Cataloq 62 Optical Drives - DVD-RW 5% Full Cataloq 6 Soorage Accessories 5% Full Cataloq 64� Storage - NAS 5% Full Cataloq 65) Storage - SAN 5% Full Cataloq 66 Tape Autoloaders -AIT 5% Full Cataloq 61 Tape Autoloaders - DAT 5% Full Cataloq 68 Tape Autoloaders - DLT 5% Full Cataloq 69 Tape Autoloaders - LTO 5% Full Cataloq 70 Tape Drives - 4mm 5% Full Cataloq 71 Tape Drives - 8mmNXA 5% Full Cataloq 72 Tape Drives - AIT 5% Full Cataloq 73 Tape Drives - DAT 5% Full Cataloq 74 Tape Drives - DLT 5% Full Cataloq 75 Tape Drives - LTO/Ultrium 5% Full Cataloq 76) Tape Drives SDLT 5% Full Cataloq 77 T� Drives - Travan 5% Full Cataloq i8 10� 00 Hubs &Switches 5% Full Cataloq Bridges & Routers 5% Full Cataloq 80 Gigabit Hubs & Swtiches 5% Full Cataloq 81 Concentrators & Multiplexers 5% Full Cataloq 82 Hardware Firewalls 5% Full Cataloq 83 Intrusion Detection 5% Full Cataloq 84 KVM 5% Full Cataloq 85 Modems 5% Full Cataloq 86 Network Test Equipment 5% Full Cataloq 87 Network Adapters 5% Full Cataloq 88 Network Cables 15% Full Catall 89 Network Accessories 5% Full Cataloq 90 Repeaters & Transcievers 5% Full Cataloq 91 Wireless LAN Accessories 5% Full Cataloq 92 Token Authentication 5% Full Cataloq 93 10G Fiber Optic Transceivers 5% Full Cataloq 94 1G Fiber Optic Transceivers 5% Full Cataloq yb Licensing Packages 4% Full Catalog (Examples are Microsoft, Adobe, Vmware, etc) (e.g. Microsoft) 96) Licensing Backup 4% Full Cataoq 97) Licensing Barcode/OC 4% Full Cataoq 98) Licensing Business Application 4% Full Cataoq 99) Licensing CAD/CAM 4% Full Cataoq 100) Licensing - Cloning 4% Full CatapQ 101) Licensing -Computer Services 4% Full Cata pq 102) Licensince -Database 4% Full Cata pq 103) Licensing -Development 4% Full Cate oq IProposec I Discount Iol o c Manufacturer Name (Propose( Discount I , o o Manufacturer Name Proposed Item # Product Product / Group Discount Manufacturer Name 104 Licensing - Entertainment 4% Full Cataloq 105 Licensing - Financial 4% Full Cataloq 106 Licensing - Flow Chart 4% Full Cataloq 107' Licensing - Graphic Design 4% Full Cataloq 108 Licensing - Handheld 4% Full Cataloq 109 Licensing - Network OS 4% Full Cataloq 110 Licensing - OS 4% Full Cataloq 111 Licensing - Personal Organization 4% Full Cataloq 112 Licensing - Presentation 11 i Licensing - Reference 4% 4% Full Cataloq Full Cataloq 114 Licensing - Report Analysis 4% Full Cataloq 115 Licensing - Spreadhseet 4% Full Cataloq 116) Licensing - Utilities 4% Full Cataloq 11 Licensing -Warranties 4% Full Cataloq 7.00 Group 7 - Software 11 ) Licensing - Web Development 4% Full Cataloq 119 Licensing - Word Processing 4% Full Cataloq 120 Software - Backup 4% Full Cataloq 121 Software - Barcode / OCR 4% Full Cataloq 122 Software - Business Application 4% Full Cataloq 123 Software - CAD/CAM 4% Full Cataloq 124 Software -Cloning 4% Full Cataloq 125 Software -Computer Services 4% Full Cataloq 126 Software - Database 4% Full Cataloq 12-/) Software- Development 4% Full Cataloq 128) Software - Entertainment 4% Full Cataloq 129) Software - Financial 4% Full Cataloq 130) Software - Flow Chart 4% Full Cataloq 131) Software -Graphic Design 4% Full Cataloq 132) Software - Handheld 4% Full Cataloq 13' Software - OS 4% Full Cataloq 134 Software - Personal Organization 4% Full Cataloq 135 Software - Presentation 4% Full Cataloq 136 Software - Reference 4% Full Cataloq 137 Software - Report Analysis 4% Full Cataloq 138 Software - Spreadsheet 4% Full Cataloq 139) Software - Utilities 4% Full Cataloq 1405) Software- Warranties 4% Full Cataloq 141 Software- Web Development 4% Full Cataloq 142) Software- Word Processing 4% Full Cataloq 14' Media - 4mm tape 5% Full Cataloq 144 Media - AIT tape 5% Full Cataloq 145 Media - DAT tape 5% Full Cataloq 146 Media - DLT tape 5% Full Cataloq 14Y) Media LTO / Ultrium tape drive 5% Full Cataloq 8.00 Group 8 - Media Supplies 148 Media - Magneto - Optical 5% Full Cataloq 149 Media - Optical 5% Full Cataloq 150 Media - SLR tape 5% Full Cataloq 151 Media - Travan tape 5% Full Cataloq 15` ` Media - VXA tape 5% Full Cataloq 153 Media - zip 5% Full Cataloq 154 IP phones 15% Full Cataloq 155 Video conf/e,rQncing products 15% Full Cataloq 156 Monitors/TVs 3% Full Cataloq 15� Mounts 5% Full Cataloq Group 9 - Collaboration & IP 9.00 158 Vyice q teways / servers 15% Full Cataloq Telephony 159 eadse s 15% Full Cataloq 160 Aud9 conf�rencing products 5% Full Cataloq 161 Analog p ones 15% Full Cataloq 162 Accessories 15% Full Cataloq 163 Advanced Integration 5% Full Cataloq 164 Asset Disposal 5% Full Cataloq IProposec Discount ol I Manufacturer Name IProposec Discount olo o ol i Manufacturer Name Item # Product 10.00 Group 10 -Other Proposed Product / Group Discount Manufacturer Name 165 Asset Management 5% Full Catalog 166 Cables 15% Full Catalog 167 Cables - custom 15% Full Catalog 168 Cables - Rgrinter 15% Full Catalog 1b9 Cioud 6. ge an Services (such as 0% Full Catalog Azure, Amazon, Wasabi, etc.) 170) Complex warranties 5% Full Catalog 171) Desktop Accessories 5% Full Catalog 172) Display Accessories 5% Full Catalog 173) Electronic Services 5% Full Catalog 174) Handheld Accessories 5% Full Catalog 175) Imaging Accessories 5% Full Catalog 176) Imaging - Camcorders 15% Full Catal . 177) Imaging - Digital Cameras 15% Full Catan�4 178) Intrenal Lab Service 0% Full Catalog 179) Lab fees 0% Full Catalog 180) Managed Services 0% Full Catalog 181) Miscellaneous solutions 0% Full Catalog 182) Mounting hardware for vehicles 5% Full Catalog 183) Networking Warranties 5% Full Catalog 184) Notebook Accessories 5% Full Catalog 185) Notebook Batteries 5% Full Catalog 186) PC Lab order services 0% Full Catalog 187) POS Accessories 5% Full Catalog 188) POS Displays 3% Full Catalog 189) Power Accessories 5% Full Catalog 190) Power Surge Protection 5% Full Catalog 191) Power UPS 5% Full Catalog 192) Server Accessories 5% Full Catalog 193) Service Charge 0% Full Catalog 194) System Components 5% Full Catalog 195) Training Courses 0% Full Catalog 196) Training Reference Manuals 0% Full Catalog 197) Warranties - Electronic 5% Full Catalog 198) iPAD / Tablet Stylus 5% Full Catalog 199) Mouse / Wrist Pads 5% Full Catalog 200) Security Locks and Hardware 5% Full Catalog 201) Tools 0% Full Catalog 203) Document Scanner Accessories 5% Full Catalog 204) Flatbed Scanners 5% Full Catalog 205) Mobile Scanners 5% Full Catalog 206) Network Scanners 5% Full Catalog 207) Sheetted Scanners 5% Full Catalog 208) Wide Format Scanners 5% Full Catalog 209) Workgroup / Department Scanner 5% Full Catalog 210) Build to Order Desktops 3% Full Catalog 211) Nettop 3% Full Catalog 212) Point of Sale 3% Full Catalog 213) Ultra Small Form Factor 3% Full Catalog 214) Apple / Mac Memory Upgrades 5% Full Catalog 215) Chips / SIMMs/SIPPs / ROM 5% Full Catalog 216) Computer Cases 5% Full Catalog 217) CPUs / Fans 5% Full Catalog 218) Membory Accessories 5% Full Catalog 219) Motherboards / Chassis 3% Full Catalog 220) 1 - 2 port Serial Boards 3% Full Catalog 221) 3+ port Serial Boards 3% Full Catalog 222) Console Server 3% Full Catalog 223) Device Server 3% Full Catalog 224) Terminal Server 3% Full Catalog 225) Content Management 0% Full Catalog I Proposed 1 Discount I Proposed Manufacturer Name I Discount Manufacturer Name I % I % I I % I % I I % I % I I % I % I I % I % I I % I % I I % I % I oX I % I % I I % I % I I % I % s I I % I % I I % I % I Item # Proposed Proposec Product Product / Group Discount Manufacturer Name I Discount 226) Firewall / VPN Applicances 5% Full Cataloq 22� Multifunction Security Appliances 5% Full Cataloq'01 2281 Network Camera Accessories 5% Full Cataloq 229 Network Cameras 15% Full Catall ,ol 230 Physical/Environmental Security 0% Full Cataloq iol 231) Security Applicance Accessories 5% Full Cataloq ol 23' Security Tokens 4% Full Cataloq ol 233 Unified Threat Management 4% Full Cataloqol 234 2-way Radios / Walkie Talkies 5% Full Cataloq 1ol 235 Apple Notebooks 3% Full Cataloq 'ol 236 Convertible PCs / Slate PCs / iPAD 3% Full Cataloq ol 237 iPAD 3% Full Cataloq ol 238 Slate Table[ Computers 3% Full Cataloq 01 239 GPS / PDA 3% Full Cataloq iol 240 Wireless Communication Devices 5% Full Cataloq ol 241 Batteries 5% Full Cataloq ol 242) Power Supplies / Adapters 5% Full Cataloq Iol 243) Rackmountain Equipment 5% Full Cataloq ol 244) Remote Power Management 5% Full Cataloq '01 245) Sure Suppressors 5% Full Cataloq ol 246 UPS / Battery Backup 5% Full Cataloq , 247 14" & smaller LCD Display 3% Full Cataloq iol 248) 15-19" LCD Display 3% Full Cataloq ol 249) 15-19" Wide LCD Display 3% Full Cataloq ol 250) 15-19" Wide LED Display 3% Full Cataloq ol 251) 20-30" LCD Display 3% Full Cataloq 1ol 252) 20-30" Wide LCD Display 3% Full Cataloq 'ol 253) 20-30" Wide LED Display 3% Full Cataloq ol 254 PCoIP and Zero Client Displays 3% Full Cataloq ol 255 Arm Mounts 5% Full Cataloq 01 256 Ceiling Mounts 5% Full Cataloq 257 Combo Mounts 5% Full Cataloq ol 258 Desktop Stands / Risers 5% Full Cataloq ol 259 Flat Wlal Mounts 5% Full Cataloq ol 260 Mount Accessories 5% Full Cataloq ol 261 Pole Display 3% Full Cataloq '01 262) Stands / Carts / Feet 5% Full Cataloq ol 263 Tilt Wall Mounts 5% Full Cataloq ol 264� C-Cure Products 4% Full Cataloq iol 265 Istar Products 5% Full Cataloq ol 2 Intormauon I echnology/Educational 5% Full Catalog ol Furniture STANDARD SERVICE HOURLY DISCOUNT FROM STANDARD RATE RATE 11.00 Group 11 -Services Proposed Manufacturer Name I Discount Manufacturer Name 00 oo oo oo oo I oo i oo I oo oo J I I I ' oo ' I o i I 00 6o� I oo o oJ J I o I I 00 I ' I ' I o I oo o %o I I o oo o I -------------1--------- Hourly rates are for SHI and current approved partner -performed services for standard engagements. Highly skilled projects and new partners may carry higher rates. 267) Data / Mobility Architect Consultant $ 32b.UU 0% Per SOW 268) Design and Analysis $ 32b.UU 0% Per SOW 26cf) Cable Technician $ i ib.UU 0% Per SOW 2701) Configuration $ ub.UU 0% Per SOW 271 Engineer $ 22b.UU 0% Per SOW 272) Implementation $ 22b.UU 0% Per SOW 2T Installation $ 22b.UU 0% Per SOW 274 Project Coordinator $ tSb.UU 0% Per SOW 275 Protect Manager $ ibb.UU 0% Per SOW 276 Technician $ 9U.UU 0% Per SOW 27-/ Training $ 22b.UU 0% Per SOW 278) Maintenance & Support $ 22b.UU 0% Per SOW 279) Solution Architect / Consultant $ 2/b.UU 0% Per SOW Item # 12.00 Product Product / Group ZUU) Statt Augmentation Services and Support 281) Additional Services Offered (please list any additional services offered and applicable discount / fees on a separate Dade and attach) Product / Group All Uther- tuture or unnamed categories Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Group 12 - Additional Respondents please add Products/Services Not Respondents please add Identified Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Respondents please add Proposed Discount Manufacturer Name $50-$500 0% Proposed Discount Manufacturer Name 0 % Full Cataloo Proposed I I Proposed I I Discount Manufacturer Name Discount Manufacturer Name Per SOW I ,CITY COUNCIL AGEND FoRTWORTH Create New From This M&C DATE: 11/12/2024 REFERENCE **M&C 24- LOG NAME: 04SHI GOV SOFTWARE NO.: 0952 & RELATED SERVICES CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize an Amendment to City Secretary Contract No. 56024 with SHI Government Solutions, Inc. for the Purchase of Software Licenses and Related Services, and to Increase the Contract Amount by $650,000.00 for a Total Annual Contract Amount of $2,150,000.00 for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize an amendment to City Secretary Contract No. 56024 with SHI Government Solutions, Inc. for the purchase of software licenses and related services, and to increase the contract amount by $650,000.00 for a total annual contract amount of $2,150,000.00 for the Information Technology Solutions Department. DISCUSSION: On November 13, 2018, Mayor & Council Communication, (M&C) P-12275 was approved to authorize the execution of a Purchase Agreement with SHI Government Solutions, Inc. (SHI) in the annual amount of $750,000.00 using National IPA Contract No. 2018011-02 and The Department of Information Resources Contract No. DIR-TSO-4092. The Purchase Agreement was increased by $100,000.00 using the Administrative Change Order allowed by M&C P-12275 in September 2019, for a total annual amount of $850,000.00. On November 12, 2019, M&C 19-0296, was approved to authorize an amendment to an existing purchase agreement with SHI Government Solutions, Inc. for the purchase of software licenses and related services to increase the amount by $650,000.00 for a total annual amount to $1,500,000.00 for the Information Technology Solutions Department. The Information Technology Solutions (ITS) Department uses the cooperative contracts agreements to purchase computer software packages, software maintenance and related services for desktops, laptops and other smart devices. Software packages include, but are not limited to, Adobe products, VMware products, monitoring software, security software, backup tools, specialty Microsoft products such as Visio, Project and other department required software. This M&C requests approval to increase by $650,000.00 for a new annual total of $2,150,000.00 using the Omnia Partners cooperative agreement 2018011-02, to continue to purchase software products for City departments. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use the Omnia Partners contract to make purchases authorized by this M&C. In the event a Omnia cooperative contract is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. In the event an Omnia cooperative agreement is not extended, but Omnia executes a new cooperative agreement with substantially similar terms, this M&C authorizes the City to purchase the goods and services under the new Omnia contract. If this occurs, in no event will the City continue to purchase goods and services under the new agreement for more than four (4) years without seeking Council approval. BUSINESS EQUITY: A Business Equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval if sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval and execution of the cooperative purchase agreement with SHI and execution of the City Secretary Contract No. 56024 contract amendment with SHI, both parties and continue in accordance with the terms and conditions of Omnia Partners 2018011-02 or applicable successive contract for the same products and services. RENEWAL OPTIONS: The agreements may be renewed for up to four (4) one-year renewal terms, in accordance with the underlying cooperative agreement, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating and capital budgets, as appropriated, in the Water & Sewer and Capital Projects Service Funds and in the ITS Capital Fund for the ITS Refresh project to support the approval of the above recommendation and execution of the amendment. Prior to an expenditure being incurred, the IT Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project ID I ID FROM Fund Department Account Project ID ID Submitted for City Manager's Office by., Originating Department Head: Additional Information Contact: Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget Reference # Amount Year (Chartfield 2) Mark McDaniel () Kevin Gunn (2015) Sallie Trotter (8442) ATTACHMENTS 04SHI GOV SOFTWARE & RELATED SERVICES funds availabilitv.pdf (CFW Internal) 04SHI GOV SOFTWARE & RELATED SERVICES Updated FID.xlsx (CFW Internal) Citv of Fort Worth Form 12952 (10232024)..pdf (CFW Internal)