CC 02-06-2024 Searchable Packet.pdf — Cupertino City Council, February 6, 2024 (part 2 of 3)

The parties mutually agree to amend Participating Addendum 7-16-70-36 as follows:

1. Agreement is extended from April 7, 2022, to June 30, 2022. Section 2. TERM, Subpart A is revised to read as follows:

The term of this Participating Addendum shall begin upon signature approval by the State and end June 30, 2022, or upon termination by the State, whichever occurs first.

All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services

CONTRACTOR
SHI International, Corp.

Agency Name Contractor Name
Authorized Signature Date Signed Authorized Signature Date Signed Stephanne Lim, MAU2 Supervisor
Printed Name/Title of Person Signing Printed Name/Title of Person Signing 707 Third Street
West Sacramento, CA 95605
290 Davidson Ave.

Somerset, NJ 08873
Address Address
3/17/2022
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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM 7-16-70-36
AMENDMENT 6

SOFTWARE VAR
Arizona NASPO ValuePoint Master Agreement Number ADSPO16-130651 SHI International, Corp. (Contractor)

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The parties mutually agree to amend Participating Addendum 7-16-70-36 as follows:

1. Agreement is extended from January 7, 2022, to April 7, 2022. Section 2. TERM, Subpart A is revised to read as follows:

The term of this Participating Addendum shall begin upon signature approval by the State and end April 7, 2022, or upon termination by the State, whichever occurs first.

All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date of execution by both parties below.

STATE OF CALIFORNIA
Department of General Services

CONTRACTOR
SHI International, Corp.

Somerset, NJ 08873
Address Address
12/15/2021
Elisabeth Arnold - Lead Contracts Specialist
12/17/2021
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STATE OF CALIFORNIA
PARTICIPATING ADDENDUM 7-16-70-36
AMENDMENT 5

SOFTWARE VAR
Arizona NASPO ValuePoint Master Agreement Number ADSPO16-130651 SHI International, Corp. (Contractor)
The parties mutually agree to amend Participating Addendum 7-16-70-36 as follows:

1. Agreement is extended from April 7, 2021 to January 7, 2022. Section 2. TERM, Subpart A is revised to read as follows:

The term of this Participating Addendum shall begin upon signature approval by the State and end January 7, 2022, or upon termination by the State, whichever occurs first.

All other terms and conditions of the Participating Addendum shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date of execution by both parties below.

STATE OF CALIFORNIA CONTRACTOR
Department of General Services SHI International, Corp.

West Sacramento, CA 95605 Somerset, NJ 08873
Address Address

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Information Technology Solutions & Services
Executive Summary
Lead Agency: City of Mesa, AZ Solicitation: # 2018011
RFP Issued: September 20, 2017 Pre-Proposal Date: October 3, 2017 Response Due Date: October 23, 2017 Proposals Received: 11 Awarded to:

The City of Mesa, AZ Department of Procurement issued RFP # 201811 on September 20, 2017, to establish a national cooperative contract for information technology solutions and services.

The solicitation included cooperative purchasing language in the SCOPE of WORK, # 2 “NATIONAL CONTRACT REQUIREMENTS:

NATIONAL CONTRACT REQUIREMENTS. The City, as the Principal Procurement Agency, as defined in Attachment D, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant contract (also known as the “Master Agreement” in materials distributed by National IPA) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Attachment D contains additional information on National IPA and the cooperative purchasing agreement.

Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
• City of Mesa website
• National IPA website
• USA Today, nationwide
• Arizona Business Gazette, AZ
• San Bernardino Sun, CA
• Honolulu Star-Advertiser, HI
• The Advocate – New Orleans, LA
• New Jersey Herald, NJ
• Las Vegas Journal Review, LV
• Times Union, NY
• Daily Journal of Commerce, OR
• The State, SC
• Deseret News, UT
• Richmond Times, VA
• Seattle Daily Journal of Commerce, WA
• Helena Independent Record, MT

ATTACHMENT B
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On September 20, 2017 proposals were received from the following offerors:
• CDW-G
• Cloudvara
• Connection Public Sector Solutions
• Hye Tech Networks
• Hypertech Direct
• Office Depot
• PCMG
• POP, Inc.
• SHI International
• World Wide Technology, Inc.
• 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 SHI International and proceeding with contract award upon successful completion of negotiations.

The City of Mesa, AZ, National IPA and SHI International Corp. successfully negotiated a contract and the City of Mesa executed the agreement with a contract effective date of March 1, 2018.

Contract includes:

A wide variety of technology solutions broken down by category including but not limited to systems, input/output devices, memory, storage devices, network equipment, software, media supplies, collaboration & IP telephony, and other related products & services.

SHI is a 100% minority owned company and a Corporate Plus member of the National Minority Supplier Development Council (NMSDC). Certified by the New York & New Jersey Minority Supplier Development Council (NY/NJ MSDC) and recognized by the 22 other regional affiliates of the NMSDC.

Term:

Initial five- year agreement from March 1, 2018 through February 28, 2023 with the option to renew for two (2) additional one-year periods through February 28, 2025 Pricing/Discount:

SHI offers a discount percentage based on SHI Advertised Price list by category. Refer to pricing document for complete details. In many cases, SHI Advertised List Price already reflects a substantial discount off Manufacturer Published List prices. Given the breadth of manufacturers and products that SHI offers, there will be many opportunities for SHI to secure additional discounts for eligible contract users.

National IPA Web Landing Pages:
www.nationalipa.org/Vendors/Pages/SHI.aspx
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City of Mesa, AZ
Contract # 2018011-02
for
Information Technology Solutions and Services
with
SHI International Corp.

Effective: March 1, 2018
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The following documents comprise the executed contract between the City of Meza, AZ and SHI International Corp, effective March 1, 2018:

I. Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
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~
mesa-az

AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011

INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona ("City")
Department Name
Mailing Address
Delivery Address
Attention
E-Mail
Phone
Fax
City of Mesa - Purchasing Division
P.O. Box 1466
Mesa, AZ 85211-1466
20 East Main St, Suite 400
Mesa, AZ 85201
Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
[email protected]
(480) 644-2815
(480) 644-2655
AND
SHI INTERNATIONAL CORP., ("Contractor")
Mailing Address 290 Davidson Ave
Remit Address
Attention
E-Mail
Phone
Fax
Website
Somerset, NJ 08873
PO Box 952121
Dallas, TX 75395-2121
Meghan Flisakowski, Public Program Manager
[email protected]
512-517-4088
732-652-6599
www.publicsector.shidirect.com/

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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation ("Agreement") is entered into this 27th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation ("City"), and SHI INTERNATIONAL CORP, a New Jersey corporation ("Contractor"). The City and Contractor are each a "Party" to the Agreement or together are "Parties" to the Agreement.

RECITALS
A. The City issued solicitation number 2018011 ("Solicitation") for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response ("Response"); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the Services/Products described in the Solicitation and Response.

C. "Services" means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order.

D. "Products" means collectively third-party software, computer peripherals, computer hardware, and associated IT services provided by third parties or Contractor, as the case may be.

E. "Order'' means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order or on-line order placed by the City employee to Contractor utilizing the City's corporate procurement card or the City's written or electronic form of purchase requisition.

In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions.

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on March 1, 2018 and ending on February 28, 2023.

The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2), one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the thencurrent term.

1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City's procurement processes in the selection of a Contractor to provide the Services/Products provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the thencurrent term.

1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30) days after receipt of an Order. Contractor agrees to deliver all Products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre-paid and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited shipping or other special delivery requirements. In

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many cases within the City, the Contractor may be asked to deliver all goods to the front counter within a given department; this is a City requirement and other participating agencies who utilize this Agreement as a cooperative contract (see Exhibit C, Mesa Standard Terms & Conditions) may have other delivery requirements.

2. Scope of Work. The Contractor will provide the necessary staff, Services and associated resources to provide the City with the Services, Products, and obligations attached to this Agreement as Exhibit A ("Scope of Work") Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor's personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work.

3. 4.

The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in accordance with all terms, conditions, specifications and other requirements set forth within the Solicitation and Response unless modified herein.

Orders. Orders must be placed with the Contractor by either a: (i) Purchase Order when for a onetime purchase; (ii) notice to proceed, or (iii) Delivery Order off a Master Agreement for a requirements contract where multiple as-needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place Orders as permitted under this Agreement. The terms and conditions on any order form, quote, or similar document provided by Contractor to the City will not take precedence over the language set forth in this Agreement or any of the documents outlined in Section 4 below.

Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, Exhibits, Solicitation, and Response, the language of the documents will control in the following order.
a. Amendments to the Agreement
b. Agreement
c. Exhibits

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor's Response

5. Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B ("Pricing") in consideration of Contractor's performance of the Scope of Work during the Term.

6. Pricing. Contractor's pricing shall be in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the Term of the Agreement, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). In addition to decreasing prices for the balance of the Term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a Product is discontinued, Contractor will provide a Product of the same or greater functionality, utilizing the discount structure.

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It is the Contractor's responsibility to provide the City with an up-to-date price list for the duration of the Agreement.

6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and will include all costs of the Contractor providing the Products/Service including transportation and insurance costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement.

6.2 6.3

6.4 The Contractor further agrees that any reductions in the price of the Products or Services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions.

No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division.

Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or Products must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor's actual expenses or other reasonable adjustment in providing the Services/Products under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change.

During the sixty (60) day period prior to expiration date of the then-current term of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld.

Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the Parties. Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in Subsection 6.2. There is no guarantee the City will accept a price adjustment.

Invoices. Payment will be made to Contractor following the City's receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City DepartmenUDivision requesting the Service or Product from the Contractor. A properly completed invoice should contain, at a minimum, all of the following:
a. Contractor name, address, and contact information;
b. City billing information;
c. City contract number as listed on the first page of the Agreement; d. Invoice number and date;
e. Payment terms;
f. Date of Service or delivery of Product;
g. Description of Products or Services provided;
h. If Products provided, the quantity delivered and pricing of each unit;

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i. Applicable taxes; and
j. Total amount due.

6.5 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Cardle-Payables to make payment for orders under the Agreement; otherwise, payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available.

6.6 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for Products/Service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.

7. Insurance.
7 .1 Contractor must obtain and maintain at its expense throughout the Term of the Agreement, at a minimum, the types and amounts of insurance set forth in this Section 7 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the Products/Service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts.

Nothing in this Section 7 limits Contractor's responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement.

7.2 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).

Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary.

7.3 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the Term of the Agreement.

7.4 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate "ACORD" or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement.

7.5 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City.

7.6 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and employees for any claims arising out of the work of Contractor where permitted by law.

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7.7 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division.

7.8 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following:

7.8.1 Worker's compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker's compensations in accordance with Arizona law.

7.8.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement.

7.8.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos.

8. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).

Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. If the City cancels a purchase order following shipment of the Products but prior to delivery, the City shall pay all freight and handling charges for shipment and return shipment of such Products to Contractor. All returns shall be made in accordance with Contractor's Return Policy found at www.shi.com/returnpolicy and this Agreement, with the terms of this Agreement controlling. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of Product, or performance of Services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so.

9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor at the address listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that are attached to the Agreement as Exhibit C.

10. WARRANTY. Contractor warrants that the Services and Products will conform to the requirements of the Agreement. Additionally, Contractor warrants that all Services will be performed in a good, workman-like and professional manner. The City's acceptance of Services or Products provided by Contractor will not relieve Contractor from its obligations under this warranty. If any Products or Services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide Products or redo such Services until in accordance with this Agreement and to the City's reasonable satisfaction.

11. OEM PRODUCT WARRANTY. Contractor is a value-added reseller ("VAR") of Products, not the Original Equipment Manufacturer ("OEM") or licensor, and, except as provided herein, Contractor disclaims any warranty responsibility regarding warranties provided by the OEM for the Products provided under this Agreement ("OEM Product Warranty"). Contractor shall forward the OEM Product Warranties to the City which are provided to Contractor from the OEM of the Product and, to the extent granted by the OEM, the City shall be the beneficiary of the OEM's Product Warranties

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12. with respect to the Product. Contractor is not a party to any such terms of the OEM Product Warranty between the City and OEM and the City agrees to look to the OEM for satisfaction of any and all OEM Product Warranty claims related to that OEM's Product.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY

DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT

NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY OEM PRODUCT WARRANTY.

Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that:
a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the Services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; c. Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and
d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement.

13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party.are referred to as a "party" or "parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the "term" in the Mesa Standard Terms and Conditions.

14. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought.

15. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control.

Exhibits to this Agreement are the following:
(A) Scope of Work/ Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions

16. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney's fees, court costs, and other litigation related costs and fees from the other Party.

17. Title, Risk of Loss, Returns. Contractor shall transfer to the City good and merchantable title to the Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless

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notice of rejection is provided to Contractor's authorized representative within three (3) business days after such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/returnpolicy. with the terms of the Agreement controlling.

18. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement.

19. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement.

By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SHI INTERNATIONAL CORP.

By: --'-~~-------
Cassie Skelton
Printed Name Printed Name
~ 1 ~S SeaJlc.£5 D, ~ Contracts Manager
----=---------------
Title Tit I e
2-27-/8) 2/27/18
Date Date
REVIEWE~
By: tl..lJ 4...-V
!

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EXHIBIT A

SCOPE OF WORK

1. MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications:
a. A full range of information technology solution Products and Services to meet varying requirements of governmental agencies.
b. Have a strong national presence as a computer solutions provider. c. Have a distribution model capable of delivering Products, free of charge, in a timely manner on a nationwide basis.
d. Have a demonstrated sales presence.
e. Ability to provide a toll-free telephone and state of the art electronic facsimile and internet ordering and billing capabilities.
f. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein.

2. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Contractor is through the following:
a. Online
b. Telephone
c. Fax
d. Email

3. SCOPE OF PRODUCTS. Contractor will provide the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories:
a. Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo and Toshiba.
b. Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. c. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work.

Product will include the operating system license, software media and documentation in the hardware shipment.
d. Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. e. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, point-to-point wireless access, optics, media interfaces (i.e. serial, T1 , T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Contractors may include, but not limited to, Cisco Systems, Dell,

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4. 5.

Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems.
f. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. g. Computer and Network Products and Peripherals: Complete availability of major manufacturers Product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, keyboards, drives, memory cards, cables, batteries, etc.
h. Services: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, Services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. i.
j.

Note: All hardware must come fully assembled. For example, if extra memory, additional drives or peripherals are ordered, the Contractor must install them unless the Participating Agency request they not be installed. Contractor shall provide these assembly and installation services as stated in the applicable Order; any additional terms and costs that may apply will be identified in the quote.

In cases of custom configuration (e.g.: imaging, etching, kitting, build to order machines, rack and stack servers) and large roll outs, there may be an additional cost associated with assembly. Any additional costs will be noted at the time of quoting.

Installation/deployment projects typically are governed by a scope of work specific to the project which may require an additional cost. If installation is requested the Contractor will review options and provide the scope of work as well as any associated costs at the time of quoting.

Comprehensive Product Offering: Contractor's complete catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered.

Financing: Options available such as lease programs and conditional sales contracts.

LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement ("EULA·) as required by manufacturers.

DEFECTIVE PRODUCT. All defective Products shall be replaced and exchanged by the Contractor at no cost to the City in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/returnpolicy, with the terms of this Agreement controlling. Contractor will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City.

The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Contractor. All replacement Products must be received by the City within seven (7) days of initial notification.

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Item
# Product
1) Group 1- Systems
2) Group 2 - Input Devices
3) Group 3 - Output Devices

EXHIBIT B

PRICING
Product/ Group
1) Desktops
2) Notebooks
3) Tablets
4) Servers
(1 Processor, 2 Processor, 4+
Processor, Blade, Tower, Unix,
Handhelds, etc)
5) Keyboards
6) Mice
7) Imaging Scanners
8} POS Scanners
9} Pointing Devices
10) Bar Code Readers
11) Audio Input
12) Input Adapters
13) PC and Network Cameras
14) Input Cables
15) Input Accessories
16) Displays
17) Printers

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Discount Manufacturer Name

4.50% SH l's Full Catalog of
Systems

5.00% SH l's Full Catalog of
Input Devices

4.00% SH l's Full Catalog of
Input Devices

4.50% SH l's Full Catalog of
Output Devices

4.50% SH l's Full Catalog of
Output Devices
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4.50% SH l's Full Catalog of
18) Inkjet Printers Output Devices

4.50% SH l's Full Catalog of
19) Inkjet Photo Printers Output Devices

4.50% SH l's Full Catalog of
20) Laser Printers Output Devices

4.50% SH l's Full Catalog of
21) Label Printers Output Devices

4.50% SH l's Full Catalog of
22) Dot Matrix Printers Output Devices

4.50% SH l's Full Catalog of
23) Multi-Function Printers Output Devices

4.50% SH l's Full Catalog of
24) Wide Format Printers Output Devices

4.50% SH l's Full Catalog of
25) Multi-Function Inkjet Printers Output Devices

4.50% SH l's Full Catalog of
26) Wide Format Printers Output Devices

4.50% SH l's Full Catalog of
27) Fax Machine Printers Output Devices

4.50% SH l's Full Catalog of
28) Printer Accessories Output Devices

4.50% SH l's Full Catalog of
29) Projectors Output Devices

4.50% SH l's Full Catalog of
30) Projector Accessories Output Devices

4.50% SH l's Full Catalog of
31) Audio Input Output Devices

4.50% SH l's Full Catalog of
32) Video Cards Output Devices

4.50% SH l's Full Catalog of
33) Sound Cards Output Devices

4.50% SH l's Full Catalog of
34) Output Accessories Output Devices

4.50% SHl's Full Catalog of
35) Printer Consumables Output Devices
36) Desktop

4.50% SHl's Full Catalog of
Memory
4) Group 4- Memory
37) Flash

4.50% SH l's Full Catalog of
Memory

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38) Networking

4.50% SH l's Full Catalog of
Memory
39) Notebook

4.50% SH l's Full Catalog of
Memory
40) Printer/ Fax

4.50% SH l's Full Catalog of
Memory
41) Server

4.50% SH l's Full Catalog of
Memory

4.00% SH l's Full Catalog of
42) Adapters Fiber Channel Storage Devices

4.00% SH l's Full Catalog of
43) Adapters FireWire / USB Storage Devices

4.00% SH l's Full Catalog of
44) Adapters IDE/ATA/SATA Storage Devices

4.00% SH l's Full Catalog of
45) Adapters RAID Storage Devices

4.00% SH l's Full Catalog of
46) Adapters SCSI Storage Devices

4.00% SH l's Full Catalog of
47) Bridges & Routers Storage Devices
48) Disk Arrays 4.00% SH l's Full Catalog of
Storage Devices
49) Disk Arrays JBOD 4.00% SH l's Full Catalog of
Storage Devices
5) Group 5 - Storage Devices SO) Drives Magneto-Optical 4.00% SH l's Full Catalog of Storage Devices
51) Drives Removable Disks 4.00% SH l's Full Catalog of Storage Devices
52) Fiber Channel Switches 4.00% SH l's Full Catalog of Storage Devices
53) Hard Disks - External 4.00% SH l's Full Catalog of
Storage Devices

4.00% SH l's Full Catalog of
54) Hard Disks - Fiber Channel Storage Devices

4.00% SHl's Full Catalog of
55) Hard Disks - IDE/ATA/S Storage Devices

4.00% SH l's Full Catalog of
56) Hard Disks - Notebook Storage Devices

4.00% SHl's Full Catalog of
57) Hard Disks - SCSI Storage Devices

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4.00% SH l's Full Catalog of
58) Networking Accessories Storage Devices

4.00% SH l's Full Catalog of
59) Optical Drives - CD-ROM Storage Devices

4.00% SH l's Full Catalog of
60) Optical Drives - CD-RW Storage Devices
61) Optical Drives - DVD-CD 4.00% SH l's Full Catalog of Storage Devices
62) Optical Drives - DVD-RW 4.00% SH l's Full Catalog of Storage Devices
63) Storage Accessories 4.00% SHl's Full Catalog of
Storage Devices
64) Storage - NAS 4.00% SH l's Full Catalog of
Storage Devices
65) Storage - SAN 4.00% SH l's Full Catalog of
Storage Devices
66) Tape Autoloaders -AIT 4.00% SH l's Full Catalog of
Storage Devices

4.00% SH l's Full Catalog of
67) Tape Autoloaders - DAT Storage Devices

4.00% SH l's Full Catalog of
68) Tape Autoloaders - DLT Storage Devices

4.00% SH l's Full Catalog of
69) Tape Autoloaders - LTO Storage Devices

4.00% SH l's Full Catalog of
70) Tape Drives - 4mm Storage Devices

4.00% SH l's Full Catalog of
71) Tape Drives - 8mm/VXA Storage Devices

4.00% SH l's Full Catalog of
72) Tape Drives - AIT Storage Devices

4.00% SH l's Full Catalog of
73) Tape Drives - DAT Storage Devices
74) Tape Drives - DLT 4.00% SH l's Full Catalog of
Storage Devices
75) Tape Drives - LTO/Ultrium 4.00% SHl's Full Catalog of Storage Devices
76) Tape Drives SOLT 4.00% SH l's Full Catalog of
Storage Devices
77) Tape Drives - Travan 4.00% SH l's Full Catalog of
Storage Devices

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78) 10/100 Hubs & Switches 5.00% SH l's Full Catalog of Network Equipment
79) Bridges & Routers 5.00% SH l's Full Catalog of
Network Equipment

5.00% SH l's Full Catalog of
80) Gigabit Hubs & Switches Network Equipment

5.00% SH l's Full Catalog of
81) Concentrators & Multiplexers Network Equipment

5.00% SH l's Full Catalog of
82) Hardware Firewalls Network Equipment

5.00% SH l's Full Catalog of
83) Intrusion Detection Network Equipment

5.00% SH l's Full Catalog of
84) KVM Network Equipment

5.00% SH l's Full Catalog of
85) Modems Network Equipment
6) Group 6 - Network 5.00% SH l's Full Catalog of
Equipment 86) Network Test Equipment Network Equipment

5.00% SH l's Full Catalog of
87) Network Adapters Network Equipment

5.00% SHl's Full Catalog of
88) Network Cables Network Equipment

5.00% SH l's Full Catalog of
89) Network Accessories Network Equipment

5.00% SH l's Full Catalog of
90) Repeaters & Transceivers Network Equipment

5.00% SH l's Full Catalog of
91) Wireless LAN Accessories Network Equipment

5.00% SHl's Full Catalog of
92) Token Authentication Network Equipment

5.00% SHl's Full Catalog of
93) l0G Fiber Optic Transceivers Network Equipment

5.00% SH l's Full Catalog of
94) lG Fiber Optic Transceivers Network Equipment
95) Licensing Packages 4.50% SH l's Full Catalog of
(e.g. Microsoft) Software
7) Group 7 - Software

4.50% SH l's Full Catalog of
96) Licensing Backup Software

4.50% SH l's Full Catalog of
97) Licensing Barcode/OC Software

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4.50% SH l's Full Catalog of
98) Licensing Business Application Software

4.50% SH l's Full Catalog of
99) Licensing CAD/CAM Software

4.50% SH l's Full Catalog of
100) Licensing - Cloning Software

4.50% SH l's Full Catalog of
101) Licensing - Computer Services Software

4.50% SHl's Full Catalog of
102) Licensing - Database Software

4.50% SH l's Full Catalog of
103) Licensing - Development Software

4.50% SH l's Full Catalog of
104) Licensing - Entertainment Software

4.50% SH l's Full Catalog of
105) Licensing - Financial Software

4.50% SH l's Full Catalog of
106) Licensing - Flow Chart Software

4.50% SH l's Full Catalog of
107) Licensing - Graphic Design Software

4.50% SH l's Full Catalog of
108) Licensing - Handheld Software

4.50% SH l's Full Catalog of
109) Licensing - Network OS Software

4.50% SHl's Full Catalog of
110) Licensing - OS Software
111) Licensing - Personal 4.50% SH l's Full Catalog of
Organization Software

4.50% SHl's Full Catalog of
112) Licensing - Presentation Software

4.50% SH l's Full Catalog of
113) Licensing - Reference Software

4.50% SH l's Full Catalog of
114) Licensing - Report Analysis Software

4.50% SH l's Full Catalog of
115) Licensing - Spreadsheet Software

4.50% SH l's Full Catalog of
116) Licensing - Utilities Software

4.50% SH l's Full Catalog of
117) Licensing - Warranties Software

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4.50% SH l's Full Catalog of
118) Licensing - Web Development Software

4.50% SH l's Full Catalog of
' 119) Licensing
- Word Processing Software

4.50% SH l's Full Catalog of
120) Software - Backup Software

4.50% SH l's Full Catalog of
121) Software - Barcode / OCR Software
122) Software - Business 4.50% SH l's Full Catalog of
Application Software

4.50% SH
l's Full Catalog of
123) Software - CAD/CAM Software

4.50% SH l's Full Catalog of
124) Software - Cloning Software

4.50% SH l's Full Catalog of
125) Software - Computer Services Software

4.50% SH l's Full Catalog of
126) Software - Database Software

4.50% SH l's Full Catalog of
127) Software - Development Software

4.50% SH
l's Full Catalog of
128) Software - Entertainment Software

4.50% SH l's Full Catalog of
129) Software - Financial Software

4.50% SH l's Full Catalog of
130) Software - Flow Chart Software

4.50% SH l's Full Catalog of
131) Software - Graphic Design Software

4.50% SH l's Full Catalog of
132) Software - Handheld Software

4.50% SH l's Full Catalog of
133) Software - OS Software
134) Software - Personal 4.50% SH l's Full Catalog of
Organization Software

4.50% SH l's Full Catalog of
135) Software - Presentation Software

4.50% SH l's Full Catalog of
136) Software - Reference Software

4.50% SH l's Full Catalog of
137) Software - Report Analysis Software

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4.50% SH l's Full Catalog of
138) Software - Spreadsheet Software

4.50% SH l's Full Catalog of
139) Software - Utilities Software

4.50% SH l's Full Catalog of
140) Software - Warranties Software

4.50% SHl's Full Catalog of
141) Software - Web Development Software

4.50% SH l's Full Catalog of
142) Software - Word Processing Software

4.00% SH l's Full Catalog of
143) Media - 4mm tape Media Supplies

4.00% SH l's Full Catalog of
144) Media -AIT tape Media Supplies

4.00% SH l's Full Catalog of
145) Media - DAT tape Media Supplies

4.00% SHl's Full Catalog of
146) Media- DLTtape Media Supplies
147) Media LTO / Ultrium tape 4.00% SH l's Full Catalog of drive Media Supplies
8) Group 8 - Media Supplies

4.00% SHl's Full Catalog of
148) Media - Magneto - Optical Media Supplies

4.00% SH l's Full Catalog of
149) Media - Optical Media Supplies

4.00% SHl's Full Catalog of
150) Media - SLR tape Media Supplies

4.00% SH l's Full Catalog of
151) Media - Travan tape Media Supplies

4.00% SHl's Full Catalog of
152) Media - VXA tape Media Supplies

4.00% SH l's Full Catalog of
153) Media - zip Media Supplies

4.00% SH l's Full Catalog of
Collaboration and IP
154) IP phones Telephony
Group 9 - Collaboration &

4.00% SH l's Full Catalog of
9) IP Telephony
Collaboration and IP
155) Video conferencing products Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
156) Voice gateways / servers Telephony

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4.00% SH l's Full Catalog of
Co llaboration and IP
15 7) Headsets Te lephony

4.00% SH l's Full Catalog of
Collaboration and IP
15 8) Audio conferencing products Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
lS9) Analog phones Telephony

4.00% SH l's Full Catalog of
Collaboration and IP
160) Accessories Telephony

4.00% SH l's Full Catalog of
161) Advanced Integration Other

4.00% SH l's Full Catalog of
162) Asset Disposal Other

4.00% SH l's Full Catalog of
163) Asset Management Other

4.00% SH l's Full Catalog of
164) Cables Other

4.00% SH l's Full Catalog of
165) Cables - custom Other

4.00% SH l's Full Catalog of
166) Cables - printer Other

4.00% SH l's Full Catalog of
Other 167) Complex warranties

4.00% SH l's Full Catalog of 10) Group 10 - Other
168) Desktop Accessories Other

4.00% SH l's Full Catalog of
169) Display Accessories Other

4.00% SH l's Full Catalog of
170) Electronic Services Other

4.00% SHl's Full Catalog of
171) Handheld Accessories Other

4.00 % SHl's Full Catalog of
ll2) Imaging Accessories Other

4.0 0% SH l's Full Catalog of
173) Imaging _ Camcorders Other

4.0 0% SHl's Full Catalog of
174) Imaging _ Digital Cameras Other

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4.00% SHl's Full Catalog of
17 5) Internal Lab Service Ot her

4.00% SH l's Full Catalog of
17 6) Labfees 0 ther

4.00% SH l's Full Catalog of
177) Managed Services Other

4.00% SH l's Full Catalog of
178) Miscellaneous solutions Other

4.00% SH l's Full Catalog of 179) Mounting hardware for Other vehicles

4.00% SH l's Full Catalog of
180) Networking Warranties Other

4.00% SH l's Full Catalog of
181) Notebook Accessories Other

4.00% SH l's Full Catalog of
182) Notebook Batteries Other

4.00% SH l's Full Catalog of
183) PC Lab order services Other

4.00% SH l's Full Catalog of
184) POS Accessories Other

4.00% SH l's Full Catalog of
185) POS Displays Other

4.00% SH l's Full Catalog of
186) Power Accessories Other

4.00% SHl's Full Catalog of
187) Power Surge Protection Other

4.00% SH l's Full Catalog of
188) Power UPS Other

4.00% SH l's Full Catalog of
189) Server Accessories Other

4.00% SH l's Full Catalog of
l90) service Charge Other

4.00% SH l's Full Catalog of
191) System components Other

4.00% SH l's Full Catalog of
192) Training Courses Other

4.00 % SH l's Full Catalog of
193) Training Reference Manuals Other

4.0 0% SHl's Full Catalog of
194) Warranties - Electronic Other

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4.00% SH l's Full Catalog of
195) iPAD / Tablet Stylus Other

4.00% SH l's Full Catalog of
196) Mouse / Wrist Pads Other

4.00% SH l's Full Catalog of
197) Security Locks and Hardware Other

4.00% SHl's Full Catalog of
198) Tools Other
199) Document Scanner 4.00% SH l's Full Catalog of
Accessories Other

4.00% SHl's Full Catalog of
200) Flatbed Scanners Other

4.00% SH l's Full Catalog of
201) Mobile Scanners Other

4.00% SH l's Full Catalog of
202) Network Scanners Other

4.00% SH l's Full Catalog of
203) Sheet fed Scanners Other

4.00% SH l's Full Catalog of
204) Wide Format Scanners Other
205) Workgroup / Department 4.00% SH l's Full Catalog of Scanner Other

4.00% SH l's Full Catalog of
206) Build to Order Desktops Other

4.00% SH l's Full Catalog of
207) Nettop Other

4.00% SH l's Full Catalog of
208) Point of Sale Other

4.00% SH l's Full Catalog of
209) Ultra Small Form Factor Other
210) Apple/ Mac Memory 4.00% SH l's Full Catalog of
Upgrades Other

4.00% SHl's Full Catalog of
211) Chips/ SIMMs/SIPPs / ROMs Other

4.00% SH l's Full Catalog of
212) Computer Cases Other

4.00% SH l's Full Catalog of
213) CPUs/ Fans Other

4.00% SH l's Full Catalog of
214) Memory Accessories Other

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4.00% SH l's Full Catalog of
215) Motherboards/ Chassis Other

4.00% SH l's Full Catalog of
216) 1 - 2 port Serial Boards Other

4.00% SH l's Full Catalog of
217) 3+ port Serial Boards Other

4.00% SH l's Full Catalog of
218) Console Server Other

4.00% SH l's Full Catalog of
219) Device Server Other

4.00% SH l's Full Catalog of
220) Terminal Server Other

4.00% SH l's Full Catalog of
221) Content Management Other

4.00% SH l's Full Catalog of
222) Firewall/ VPN Appliances Other
223) Multifunction Security 4.00% SH l's Full Catalog of Appliances Other

4.00% SHl's Full Catalog of
224) Network Camera Accessories Other

4.00% SH l's Full Catalog of
225) Network Cameras Other
226) Physical/Environmental 4.00% SH l's Full Catalog of Security Other
227) Security Appliance 4.00% SH l's Full Catalog of
Accessories Other

4.00% SH l's Full Catalog of
228) Security Tokens Other

4.00% SH l's Full Catalog of
229) Unified Threat Management Other

4.00% SH l's Full Catalog of
230) 2-way Radios/ Walkie Talkies Other

4.00% SHl's Full Catalog of
231) Apple Notebooks Other
232) Convertible PCs/ Slate PCs/ 4.00% SH l's Full Catalog of iPAD Other

4.00% SH l's Full Catalog of
233) iPAD Other

4.00% SH l's Full Catalog of
234) Slate Tablet Computers Other

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4.00% SHl's Full Catalog of
235 ) GPS/ PDA Ot her

4.00% SH l's Full Catalog of 23 6) Wireless Communication Other De vices

4.00% SHl's Full Catalog of
23 7) Batteries Other

4.00% SHl's Full Catalog of
23 8) Power Supplies/ Adapters Other

4.00% SHl's Full Catalog of
239) Rackmountain Equipment Other

4.00% SHl's Full Catalog of
240) Remote Power Management Other

4.00% SHl's Full Catalog of
241) Surge Suppressors Other

4.00% SHl's Full Catalog of
242) UPS/ Battery Backup Other
- 4.00% SH l's Full Catalog of
243) 14" & smaller LCD Display Other

4.00% SH l's Full Catalog of
244) 15-19" LCD Display Other

4.00% SH l's Full Catalog of
245) 15-19" Wide LCD Display Other

4.00% SH l's Full Catalog of
246) 15-19" Wide LED Display Other

4.00% SH l's Full Catalog of
247) 20-30" LCD Display Other

4.00% SH l's Full Catalog of
248) 20-30" Wide LCD Display Other

4.00% SHl's Full Catalog of
249) 20-30" Wide LED Display Other

4.00% SH l's Full Catalog of
250) PColP and Zero Client Displays Other

4.00 % SH l's Full Catalog of
251) Arm Mounts Other

4.00 % SH l's Full Catalog of
252) Ceiling Mounts Other

4.0 0% SH l's Full Catalog of
253) Combo Mounts Other

4.0 0% SH l's Full Catalog of
254) Desktop Stands/ Risers Other

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4.00% SHl's Full Catalog of
255) Flat Wall Mounts Other

4.00% SH l's Full Catalog of
256) Mount Accessories Other

4.00% SH l's Full Catalog of
257) Pole Display Other

4.00% SH l's Full Catalog of
258) Stands/ Carts/ Feet Other

4.00% SH l's Full Catalog of
259) Tilt Wall Mounts Other

4.00% SH l's Full Catalog of
260) C-Cure Products Other

4.00% SH l's Full Catalog of
261) lstar Products Other

SERVICE STANDARD DISCOUNT FROM

HOURLY RATE STANDARD RATE
Design and Analysis $ 125.00 4%
Configuration $ 165.00 4%
Implementation $ 185.00 4%
11) Group 11 - Services Installation $ 185.00 4%
Training $ 99.00 4%
Maintenance & Support $ 99.00 4%
All other Current and Future Products not specifically identified here will be offered at a 4% discount off SHI Advertised List price. Please see description below for more information on SHl's discount model for this contract.

All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher.

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The comprehensive SHI offering for National IPA consists of all hardware, software, and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price List which can be located on www.shi.com. In many cases, SHI Advertised List Price already reflects a substantial discount off of Manufacturer Published List prices. Given the breadth of manufacturers and products that SHI offers, there will be many opportunities for SHI to secure additional discounts for eligible contract users. We work to provide your contract users with the most advantageous pricing available, above and beyond the minimum discounts offered, whenever possible.

SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher List price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers.

SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers.

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EXHIBIT C

MESA STANDARD TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's employees, not City employees.

Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims.

2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein.

3. ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the other Party's written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the other Party will have the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve either Party from any of its obligations and liabilities under the Agreement. Notwithstanding the foregoing, either Party may assign this Agreement and its rights, interests, liabilities and obligations thereunder to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets following sixty (60) days written notice.

4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties.

6. NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the Products or Services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement.

7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or Product will be allowed unless approved in writing, in advance, by the City and Contractor.

8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement.

9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance.

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b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects.

Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A. RS. § 41-4401 , Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.RS. § 23-214(A) (hereinafter "Contractor Immigration Warranty").
ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty.

Contractor agrees to assist the City in regard to any such inspections. iv. The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any random verification performed.
v. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 2748 of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.RS. § 23-214 (A). d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. e. State Sponsors of Terrorism Prohibition. Per A.RS. § 35-392, Contractor must not be in violation of section 60) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City.

10. SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor's Services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax,

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unemployment insurance taxes, and any other taxes or business license fees as required.

If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes. 11 . AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of Services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City.

12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona's public records laws (A.R.S. § 39-121 et. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process.

12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor's claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential.

12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor.

13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City.

14. BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform Services under the Agreement or who will have access to the City's information, data, or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law.

15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may provide Services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of Services under this Agreement.

16. DEFAULT.
a. A party will be in default if that party:

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i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City's Procurement Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement.

17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:
a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the Services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute Services exceeds the contract price, the City may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in obtaining substitute Services and expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and costs.
c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, indirect, special, or consequential damages.

18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement.

19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days' written notice.

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20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511 ). Pursuant to A.R.S. § 38-511 , the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. 21 . TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.

22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those Services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the Products and Services provided and received Contractor's properly prepared final invoice.

Termination of this Agreement shall not affect the obligations of the City or Contractor under any existing Order issued under this Agreement, and such Order shall continue in effect as though this Agreement has not been terminated, and was still in effect with respect to such Order.

23. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any Services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies.

24. INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or Services.
d. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY

CONTRACTOR, THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT.

25. (RESERVED)

26. THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense, furnish to the City reasonable assistance and

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cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery.

27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of Products or Services or any Products or Services at all under this Agreement and acknowledges and agrees that the Products or Services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for Products or Services which exceed its actual needs.

28. OWNERSHIP. All deliverables, Services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. Notwithstanding the foregoing, Contractor shall retain ownership rights to (1) all of its previously existing intellectual property, including any systems, derivatives, modifications and enhancements thereto, (2) confidential information of contractor, and (3) any tools or scripting applications used, developed or created by Contractor or its third-party licensors during the performance of this Agreement.

29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City.

30. PROHIBITED ACTS. Pursuant to A.RS. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City.

31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed.

32. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing these Services and such loss, injury, or destruction will not release Contractor from any obligation hereunder.

33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees.

34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the Products and Services being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties.

35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be

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calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute Products or Services.

36. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of Services. Payment will be negotiated and determined by the contract administrator(s).

37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.

38. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies through National IPA or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency.

A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide Services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1 . A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct.

Additionally, Contractor will comply with the governing body's fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide Services on school district properties until authorized by the school district.

Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.

The City is not responsible for any disputes arising out of transactions made by others. The City is not a party to any agreements between the Contractor and National IPA, National IPA and other agencies, the Contractor and other agencies, or any third-party contracts in any way related to this Agreement or the cooperative use of this Agreement.

39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City's Purchasing Division.

40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via email or facsimile.

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If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. 41 . GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.

The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County, Arizona.

42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed.

43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it.

44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect.

The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability.

45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination.

46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable.

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OFFICE OF THE CITY CLERK

COUNCIL MINUTES

February 5, 2018
The City Council of the City of Mesa met in a Regular Council Meeting in the Council Chambers, 57 East 1st Street, on February 5, 2018 at 5:45 p.m.

COUNCIL PRESENT COUNCIL ABSENT OFFICERS PRESENT
John Giles
David Luna
Mark Freeman
Christopher Glover
Francisco Heredia
Kevin Thompson
Jeremy Whittaker
None Christopher Brady
Dee Ann Mickelsen
Jim Smith
Mayor’s Welcome.

Invocation by Pastor Ben Diaz with Palabra de Vida (Word of Life).

Pledge of Allegiance was led by Councilmember Thompson.

Awards, Recognitions and Announcements.

There were no awards, recognitions or announcements.

1. Take action on all consent agenda items.

All items listed with an asterisk (*) will be considered as a group by the City Council and will be enacted with one motion. There will be no separate discussion of these items unless a Councilmember or citizen requests, in which event the item will be removed from the consent agenda and considered as a separate item. If a citizen wants an item removed from the consent agenda, a blue card must be completed and given to the City Clerk prior to the Council’s vote on the consent agenda.

It was moved by Councilmember Thompson, seconded by Councilmember Glover, that the consent agenda items be approved.

Carried unanimously.
*2. Approval of minutes from previous meetings as written.

Minutes from the January 8, 11, and 22, 2018 Council meetings. 308
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3. Take action on the following liquor license applications:
*3-a. It Ain’t Chemo
This is a one-day event to be held on Saturday, February 10, 2018 from 9:00 A.M. to 9:00 P.M. at Riverview Park, 2100 West Rio Salado Parkway. (District 1) *3-b. AMC Superstition East 12
A multi-screen cinema is requesting a new Series 6 Bar License for American MultiCinema Inc., 1935 South Signal Butte Road - Andrea Dahlman Lewkowitz, agent. There is no existing license at this location. (District 6)
*3-c. ATL Wings
A restaurant that serves lunch and dinner is requesting a new Series 12 Restaurant License for Stapley Wings LLC, 1455 South Stapley Drive, Suites 22-24 - Andrea Dahlman Lewkowitz, agent. The existing license held by Mark Killian, sole proprietor, will revert to the State. (District 4)
*3-d. Elgin Distillery
This is a one-day craft distillery festival to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2) *3-e. Village of Elgin Winery
This is a one-day wine festival event to be held on Saturday, March 3, 2018 from 9:00 A.M. to 4:00 P.M. at Sunland Village, 4601 East Dolphin Avenue. (District 2)

4. Take action on the following off-track betting license application:
*4-a. Turf Paradise, TP Racing LLLP
New Off-Track Betting License for Turf Paradise, TP Racing LLLP to telecast at Moose & Bear, located at 118 East McKellips Road, Suite 103, TB Concepts LLC. Applicant:

Vincent Acri Francia. (District 1)

5. Take action on the following contracts:
*5-a. One-Year Renewal to the Term Contract for Executive Physicals for Citywide Departments as requested by the Human Resources Department. (Citywide) This contract provides annual physicals for the City’s executive staff as a means of maintaining optimum health. There are approximately 65-70 positions eligible to participate in this program.

The Human Resources Department and Purchasing recommend authorizing the renewal contract with Banner Occupational Health Clinics, at $88,500, based on estimated usage.
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*5-b. One-Year Renewal to the Term Contract for Deceased Animal Collection Services for the Community Services Department. (Citywide)
This contract provides a vendor to collect and dispose of deceased animals up to 150 pounds that are reported within the City. The contractor is responsible for the proper disposal by cremation or other means in accordance with the standards and methods approved by the Maricopa County Health Department.

The Community Services Department and Purchasing recommend authorizing the renewal contract with APM/Couts Enterprises, Inc., dba Arizona Pet Mortuary, at $54,000, based on estimated usage.
*5-c. Purchase of One Replacement Fire Apparatus, an Air Light/Rehab Unit, for the Fire and Medical Department (Sole Source). (Citywide)
The apparatus being replaced has met established replacement criteria and will be sold by a sealed bid process or traded-in as part of the City's fire apparatus purchase agreement with Pierce Manufacturing. In addition, Fire and Medical will trade-in two units to further offset the price for the Air/Light Rehab unit.

The Fire and Medical Department and Purchasing recommend authorizing the purchase using the City’s five-year purchase agreement with Pierce Manufacturing Inc., through their designated local dealer, Hughes Fire Equipment Inc., at $502,264.75. This purchase is funded by the Capital-General Fund and authorized 2013 Public Safety Bonds.
*5-d. Three-Year Term Contract for Landscape Maintenance Services for Parks, Retention Basins and Sports Fields - Zones 1, 2, 3 and 4 for the Parks, Recreation and Community Facilities Department (PRCF). (Citywide)
These contracts provide landscape maintenance services for sports fields, parkways, medians, parks, retention basins or grounds adjacent to City facilities. The City has divided the landscaping into geographic areas known as Zones 1, 2, 3 and 4. PRCF has done an analysis to bring the work under this contract in-house and, at this time, contracting continues to be in the best financial interest of the City.

The evaluation committee recommends awarding the contract to the highest-scored proposal from Mariposa Landscape Arizona, Inc.; Zone 1, at $1,435,319.57 annually; Zone 2, at $959,183.45 annually; Zone 3, at $974,364.20 annually; and Zone 4, at $1,221,738.22 annually; based on estimated usage.
*5-e. Three-Year Term Contract for Plumbing Services for the Parks, Recreation and Community Facilities Department. (Citywide)
This contract will establish a list of pre-qualified plumbing contractors to perform plumbing services on various City facilities/projects on an as-needed basis.

The evaluation committee recommends awarding the contract to the four, highest-scored proposals from Mesa Energy Systems Inc.; RKS Plumbing and Mechanical Inc.; Sun Mechanical Inc.; and W.D. Manor Mechanical Contractors, Inc.; cumulatively not to exceed $100,000 annually, based on estimated usage.
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*5-f. Purchase of Furniture for the Main Library as requested by the Library Services Department. (Citywide)
This purchase will provide seating and tables for two new rooms at the Main Library, Teen Room and ThinkSpot. The Library worked with several vendors utilizing cooperative contracts specifying their needs and goals with this project.

The Library Services Department and Purchasing recommend authorizing the purchase using the Northern Arizona University cooperative contract with Atmosphere Commercial Interiors, at $50,876.25.
*5-g. Five-Year Term Contract with CDW Government, LLC and SHI International Corp. for Information Technology Solutions and Services for Various Departments throughout the City. (Citywide)
This contract will provide the City and participating agencies a full range of information technology solution products and services to meet varying requirements of governmental agencies. The scope of products and services available under these contracts include standard business and high-end workstations; laptop and notebook computers; network equipment; computer and network products and peripherals; monitors; various cloud, consulting, and technical support services; financing; various software products; and the contractors' comprehensive product offering.

Mesa, as the lead agency, has partnered with the National Intergovernmental Purchasing Alliance Company (National IPA) to lead this contract. The contract will be available to over 45,000 public agencies nationally. While no minimum volume is guaranteed to the suppliers, the estimated annual volume of IT Solutions purchased under this master agreement is approximately $500 million per year. The City will receive rebates annually for administering and awarding this contract.

A committee representing the Police, and Information Technology Departments, City Manager’s Office, Police-Information Technology, National IPA and Purchasing evaluated responses. The evaluation committee recommends awarding the contract to the highest-scored proposals from CDW Government, LLC and SHI International Corp., at $3,100,000 annually, based on estimated usage.
*5-h. One-Year Term Contract for Electrical and Lighting Supplies for the Materials and Supply Warehouse (for Citywide Departments). (Citywide) Multiple departments use this Citywide contract for their miscellaneous electrical equipment and supplies.

The Business Services Department and Purchasing recommend authorizing the purchase using the State of Arizona cooperative contract with Border States Industries, Inc., at $100,000, based on estimated usage.
*5-i. Re-Award the Three-Year Term Contract for Microfilm Conversion Services for the Police Department. (Citywide)
This contract will provide services to convert Police Department data from microfilm to digital media. Police, Records Division use microfilm that is becoming worn and damaged. The previous vendor is unable to satisfactorily fulfill the contract requirements. 311
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The Police Department and Purchasing recommend re-awarding the contract to the second highest scored proposal, ICM Conversions, at $400,000 annually, based on estimated usage.
*5-j. Purchase of Falcon District Brand Signage as requested by the Economic Development Department. (Citywide)
Continuing to build awareness and to promote the Falcon Field Economic Activity Area, this purchase for the Falcon District signage includes the installation of two branded monument signs to be located on Greenfield and Higley Roads, south of the 202.

Additionally, the City will install utility and transit signal box wraps and will mount branded banners promoting aerospace, technology, and manufacturing on light poles around the airport.

The Economic Development Department and Purchasing recommend authorizing the purchase using the City of Peoria cooperative contract with YESCO Phoenix, at $146,670.49. This purchase is funded by Local Streets Sales Tax. *5-k. Purchase of Three Replacement Rollback Trailers for the Transportation Department. (Citywide)
These trailers will replace three aging equipment trailers that are at the end of their service life. The trailers will meet the needs and safety requirements for transporting the large equipment required to perform street and right-of-way maintenance.

The Transportation Department and Purchasing recommend authorizing the purchase using the National Joint Powers Alliance contract with Empire Southwest (a Mesa business), at $176,764.77. This purchase is funded by Local Streets Sales Tax. *5-l. One-Year Renewal to the Term Contract for Radio-Based Endpoint Encoders (for Water Meter Reading) for the Water Resources Department. (Citywide) This contract provides Itron radio-based endpoint encoders and accessories purchased directly from Itron, Inc., the manufacturer. The endpoint stores 40 days of hourly reads to ensure data integrity and offers advanced customer side leak detection and reverse flow and tamper alarms. Water Utility installs approximately 540 radio-based endpoint encoders on new and existing meters annually.

The Water Resources Department and Purchasing recommend authorizing the renewal with Itron, Inc., at $100,000, based on estimated usage. *5-m. Purchase of Water Treatment Plant Shop Tools and Equipment for the New Signal Butte Water Treatment Plant as requested by the Water Resources Department. (Citywide) This purchase is for tools and equipment needed for the start-up and maintenance in the various shops at the new Signal Butte Water Treatment Plant.

The Water Resources Department and Purchasing recommend awarding the contract to the lowest, responsive and responsible bidders: Copper State Bolt & Nut Co. (a Mesa business); Glendale Industrial Supply, LLC, dba UNICOA Construction and Industrial Supply; Mallory Safety & Supply LLC; and W.W. Grainger, Inc.; cumulatively not to exceed $153,000, based on estimated usage.
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*5-n. One-Year Renewal to the Term Contract for Fire Hydrant Water Meters for the Water Resources Department. (Citywide)
This contract provides 3” fire hydrant water meters to accurately measure construction water use of fire hydrants. The meters are installed by Water Utility staff to serve contractors and other customers needing to connect to City fire hydrants for temporary construction water service and dust control purposes.

The Water Resources Department and Purchasing recommend authorizing the renewal with Badger Meter Inc., dba National Meter Automation, at $35,000, based on estimated usage.
*5-o. Greenfield Water Reclamation Plant (GWRP), Phase III Expansion Guaranteed Maximum Price (GMP) No. 2. (Citywide)
The City of Mesa, Town of Gilbert, and Town of Queen Creek seek to provide an additional 14 million gallons per day annual average day flow of liquids and solids treatment capacity at the existing GWRP, complete with the required infrastructure, technology, and environmental features to ensure a reliable, efficient, and expanded plant to meet the current and future demands.

Staff recommends awarding the contract for the completion of this project to McCarthy Building Companies in the amount of $120,302,333 and authorize a change order allowance $6,015,117 (5%) for a total project amount of $126,317,450. This project is funded by the Greenfield Water Reclamation Plant Joint Venture Fund, with contributions coming from its members based on usage. Mesa’s portion of this GMP is $72,229,521 and is funded by 2014 authorized Wastewater Bonds. *5-p. Sewer Pipe and Manhole Rehabilitation: Mesa Drive, Millet Avenue, Horne, and 6th Avenue. (District 4)
The existing sanitary sewer lines covered by this project were built during the 1950’s and 1960’s. The age of these pipes greatly increases their risk of failure and emergency repairs. This method of construction can be completed while leaving the pipe in place and without excavation. Similarly, the sewer manholes will be cleaned, repaired, and coated in place. Only the concrete adjustment rings will be removed and replaced.

Staff recommends awarding the contract for this project to the lowest, responsible bidder, B and F Contracting, Inc, in the amount of $1,394,294.67, and authorize a change order allowance in the amount of $139,430 (10%), for a total amount of $1,533,724.67. Funding for this project is available from the 2014 Wastewater Bond Program.
*5-q. Sidewalks at Railroad Crossing on Alma School. (Districts 3 and 4) To continue to meet current railroad approach and clearance standards at the Alma School Road railroad crossing, additional safety improvements will need to be made.

The project improvements for roadway and sidewalk approach at this location will facilitate greater public safety and needed clearances from railroad signals along with a smoother roadway crossing of the Union Pacific Railroad track. Mesa will participate in the federally-funded Railway-Highway Grade Crossing Program, and will be responsible 313
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for adjusting the existing concrete sidewalks around the proposed cantilevers and gates, and installing concrete medians.

This project was previously awarded by Council on July 10, 2017, however, the previously selected contractor could not comply with the federal requirements and the project was released for bid a second time.

Staff recommends awarding the contract to the lowest, responsible bidder, AJP Electric, in the amount of $149,494, plus an additional $14,949 (10%) as a change order allowance, for a total amount of $164,443. Funding is available from the Local Streets Sales Tax, of which 94.3% will be reimbursed by Arizona Department of Transportation (Federal) Grant under the Railway-Highway Grade Crossing.

6. Take action on the following resolutions:
*6-a. Approving and authorizing the City Manager to submit the Second Substantial Amendment to the Fiscal Year 2017/2018 Annual Action Plan to the U.S. Department of Housing and Urban Development related to the allocation of funding obtained under the Community Development Block Grant (CDBG) program. This Amendment will allow for reallocation of $600,000 in CDBG funds from the Senior Center Renovation Project (247 North Macdonald) to the Eagles Park Project (828 East Broadway Road). (District 4) – Resolution No. 11088.
*6-b. Approving and authorizing the City Manager to enter into a Grant Agreement with the Arizona Department of Public Safety to accept $1,335,284 in Victims of Crime Act (VOCA) grant funds. The finding will be used for salaries and expenses for the Mesa Prosecutors Office, Victim Services Unit for a three-year period. (Citywide) – Resolution No. 11089.
*6-c. Approving and authorizing the City Manager to enter into a Lease Agreement with New Cingular Wireless PCS for a cellular site on a portion of 5950 East Virginia Street, also known as Mesa Fire Station 214. (District 5) – Resolution No. 11090. *6-d. Approving and authorizing the City Manager to enter into a Development Agreement for City-Share Reimbursement with PPGN-Ray, LLLP, for the reimbursement of $100,568 for regional street and street lighting improvements that are being required by the City in conjunction with a proposed residential development known as Crismon Road at PPGN, located at 5461 South Ellsworth Road. (District 6) – Resolution No. 11091. *6-e. Approving and authorizing the City Manager to enter into an Intergovernmental Agreement with the Maricopa County, Department of Transportation for the pavement rehabilitation of Adobe Road from Higley Road to Recker Road. The City will contribute an estimated $54,417 for the portion of the project that is within City boundaries that will be funded from the 2013 Streets Bond Program. (District 5) – Resolution No. 11092. *6-f. Approving and authorizing the City Manager to enter into First Amendments to the Development Agreement, Ground and Air Lease, and License Agreement with 3W Management, LLC, to facilitate the development of, and job creation and retention at, the City-owned property generally located at the southwest corner of Main Street and South Pomeroy and 34 South Pomeroy, which is the development commonly known as The GRID. (District 4) – Resolution No. 11093.
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7. Introduction of the following ordinance and setting February 26, 2018 as the date of the public hearing on this ordinance:
*7-a. ZON17-00323 (District 5) The 8800 to 8900 blocks of East Main Street (south side).

Located west of Red Mountain Freeway on the south side of Main Street (16.4± acres).

Rezoning from RS-43 and GC to GC-PAD; and Site Plan Review. This request will allow for the development of an RV dealership and storage facility. Jeff Welker, Welker Development Resources, applicant; Roger D. Overson, owner.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 6-0)

8. Discuss, receive public comment, and take action on the following ordinances:
*8-a. ZON17-00309 (District 2) The 5200 block of East Inverness Avenue (south side).

Located east of Higley Road south of the US60 Freeway (1.9 ± acres). Rezoning from RM-3-PAD to LC; and Site Plan Review. This request will allow for the development of a commercial building. John Schoenauer, HD Management, applicant; Sevilla, LLC, owner. – Ordinance No. 5419.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-b. ZON17-00283 (District 6) The 7100 to 7300 blocks of East Ray Road (north side).

Located east of Power Road on the north side of Ray Road (56.0± acres). Rezone from LI-AF to LI-AF-PAD. This request will allow for the development of an industrial subdivision. Omar Cervantes, XCL Engineering, LLC, applicant; Phx-Mesa Gateway Airport 193, LLC, owner. – Ordinance No. 5420.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0) *8-c. ZON17-00432 (District 3) The 800 and 900 blocks of West Southern Avenue (south side), the 1200 and 1300 blocks of South Extension Road (west side), and the 800 and 900 blocks of West Grove Avenue (north side). Located at the southwest corner of Southern Avenue and Extension Road (19.3 ± acres). PAD Amendment; Site Plan Modification. This request will allow the development of a new multiple-residence building in an existing multiple-residence complex. Reese Anderson, Pew and Lake, PLC, applicant; Edward B. Frankel, Trustee of the Frankel Family Trust, owner. – Ordinance No. 5421.

Staff Recommendation: Approval with conditions
P&Z Board Recommendation: Approval with conditions (Vote: 7-0)

9. Take action on the following subdivision plat:
*9-a. "Allred Ranch" (District 2) The 2900 to 3100 blocks of East Southern Avenue (north side), and the 900 to 1200 blocks of South Los Alamos (west side). Located east of 315
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Lindsay Road on the north side of Southern Avenue. 108 RSL-4.5 PAD lots (25± acres).

KB Home Phoenix, Inc., developer; Dan Auxier, EPS Group, engineer.

Items not on the Consent Agenda

10. Items from citizens present.

There were no items from citizens present.

11. Adjournment.

Without objection, the Regular Council Meeting adjourned at 5:57 p.m.

ATTEST:

DEE ANN MICKELSEN, CITY CLERK
~AYOR
~
I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Council Meeting of the City Council of Mesa, Arizona, held on the 5th day of February, 2018. I further certify that the meeting was duly called and held and that a quorum was present.

DEE ANN MICKELSEN, CITY CLERK
js
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ATTACHMENT C
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1 ATTACHMENT D

AGREEMENT BETWEEN CITY OF CUPERTINO
AND SHI INTERNATIONAL CORP, INC. FOR DARKTRACE

1. This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”) and SHI International Corp., a New Jersey corporation (“Contractor”) for resale of Dark Trace, an AI Remediation tool for Managed, Detection, and Response Cybersecurity Services (“Products”) pursuant to the terms and conditions of OMNIA Partners Cooperative Agreement 2018011-002 and is effective on the last date signed below (“Effective Date”).

2. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement ends February 1, 2025, unless the Agreement is terminated prior thereto under the provisions of Section 7, below. The City’s appropriate department head or the City Manager may extend the Term through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy.

3. COMPENSATION Contractor shall be compensated for Products resold pursuant to this Agreement in a total amount not to exceed $33,025.50 dollars. The payments specified in this section shall be the only payment to be made to Contractor for Products resold pursuant to this Agreement. Contractor shall invoice City according to the following schedule of milestones/deliverables:

Milestone Amount
Upon execution of this Agreement $33,025.50
City shall pay Contractor within thirty (30) days after receipt of Contractor’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt and shall explain in writing the reasons why the payment request is not proper.

4. INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) misconduct by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of 318
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2 any issues that may involve the independent negligence of the City that is not covered by this indemnification
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractorprovided supplies or Services. d. IN THE EVENT OF ANY LIABILITY INCURRED BY CONTRACTOR OR ANY OF ITS

AFFILIATES HEREUNDER, INCLUDING INDEMNIFICATION OF CITY BY

CONTRACTOR, THE ENTIRE LIABILITY OF CONTRACTOR AND ITS AFFILIATES FOR DAMAGES FROM NY CAUSE WHATSOEVER WILL NOT EXCEED $5,000,000.00 OVER THE ENTIRE TERM OF THE AGREEMENT.

5. INSURANCE A. General Requirements On or before the commencement of the term of this Agreement, Contractor shall furnish City with certificates showing the type amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Contractor shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement.

B. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor here in a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance.

6. NOTICES. All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid registered or certified, or the next business day following electronic submission:

To City of Cupertino: To Contractor:

City of Cupertino
10300 Torre Ave
Cupertino, CA 95014
SHI International Corp.
290 Davidson Avenue
Somerset, NJ 08873
Attention: Tommy Yu, Infrastructure Manager Attention: Endri Frasheri, Account Executive Email: [email protected] Email: [email protected]

7. TERMINATION A. Basis for Termination. In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required here under, Contractor shall be deemed in default in the performance of this Agreement. If Contractor fails to 319
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3 cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager other designee may terminate the Agreement by giving Contractor written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon receipt of any notice of termination, Contractor shall immediately discontinue performance.

B. Pro Rata Payments. City shall pay Contractor for Products resold up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount.

C. Handling of City Data. RESERVED.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CITY OF CUPERTINO SHI INTERNATIONAL CORP.

A Municipal Corporation Contractor
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:

CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
DATE
ATTACHMENTS:

A ‐ Omnia Partners Coop. Agreement no. 2018011‐02
B ‐ Amendment 4 to Omnia Partners Coop. Agreement no. 2018011‐02 C – Quote
D –Insurance Requirements
E – Proof of Insurance
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The City of Mesa, AZ Department of Procurement issued RFP # 201811 on September 20, 2017, to establish a national cooperative contract for information technology solutions and services.

The solicitation included cooperative purchasing language in the SCOPE of WORK, # 2 “NATIONAL CONTRACT REQUIREMENTS:

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The City of Mesa, AZ, National IPA and SHI International Corp. successfully negotiated a contract and the City of Mesa executed the agreement with a contract effective date of March 1, 2018.

Contract includes:

Term:

Initial five- year agreement from March 1, 2018 through February 28, 2023 with the option to renew for two (2) additional one-year periods through February 28, 2025 Pricing/Discount:

National IPA Web Landing Pages:
www.nationalipa.org/Vendors/Pages/SHI.aspx
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City of Mesa, AZ
Contract # 2018011-02
for
Information Technology Solutions and Services
with
SHI International Corp.

Effective: March 1, 2018
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The following documents comprise the executed contract between the City of Meza, AZ and SHI International Corp, effective March 1, 2018:

I. Executed Contract
II. Mayor and Council Approval
III. Supplier Response
IV. Original RFP
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~
mesa-az

AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011

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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.

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on March 1, 2018 and ending on February 28, 2023.

The use of the word "Term" in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1.

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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.

3. 4.

1. Mesa Standard Terms & Conditions (Exhibit C)

2. Pricing (Exhibit B)

3. Scope of Work (Exhibit A)

4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor's Response

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It is the Contractor's responsibility to provide the City with an up-to-date price list for the duration of the Agreement.

6.2 6.3

No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division.

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i. Applicable taxes; and
j. Total amount due.

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.

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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:

7.8.3 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).

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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

Exhibits to this Agreement are the following:
(A) Scope of Work/ Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions

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notice of rejection is provided to Contractor's authorized representative within three (3) business days after such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/returnpolicy. with the terms of the Agreement controlling.

18. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement.

19. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement.

By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SHI INTERNATIONAL CORP.

By: --'-~~-------
Cassie Skelton
Printed Name Printed Name
~ 1 ~S SeaJlc.£5 D, ~ Contracts Manager
----=---------------
Title Tit I e
2-27-/8) 2/27/18
Date Date
REVIEWE~
By: tl..lJ 4...-V
!

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EXHIBIT A

SCOPE OF WORK

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4. 5.

Comprehensive Product Offering: Contractor's complete catalog and Services set forth in Exhibit B shall be available. The City reserves the right to accept or reject any or all items offered.

Financing: Options available such as lease programs and conditional sales contracts.

LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement ("EULA·) as required by manufacturers.

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Item
# Product
1) Group 1- Systems
2) Group 2 - Input Devices
3) Group 3 - Output Devices

EXHIBIT B

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Discount Manufacturer Name

4.50% SH l's Full Catalog of
Systems

5.00% SH l's Full Catalog of
Input Devices

4.00% SH l's Full Catalog of
Input Devices

4.50% SH l's Full Catalog of
Output Devices

4.50% SH l's Full Catalog of
Output Devices
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