Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with National IPA and will execute such agreement concurrent with and as a condition of its execution of the Master Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.
2.2 2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its sales force will be trained, engaged and committed to offering the Master Agreement to Public Agencies through National IPA nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to National IPA in accordance with the National IPA Administration Agreement. Supplier also commits that its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.
3.0 SUPPLIER QUALIFICATIONS
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through National IPA.
3.1 Company
A. Brief history and description of your company.
B. Total number and location of sales persons employed by your company.
C. Number and location of support centers (if applicable).
D. Annual sales for the three previous fiscal years.
E. Submit your FEIN and Dunn & Bradstreet report.
3.2 Distribution, Logistics
A. Describe how your company proposes to distribute the products/service nationwide.
B. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.
C. Provide the number, size and location of your company’s distribution facilities, warehouses and retail network as applicable.
D. State any return and restocking policy and fees, if applicable, associated with returns.
E. Describe the full line of products and services offered by your company.
Deleted: Pricing Commitment¶
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, that the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract
3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as your company’s primary go to market strategy for Public Agencies to your teams nationwide, to include, but not limited to:
i. Executive leadership endorsement and sponsorship of the award as the public sector go-to-market strategy within first 10 days ii. Training and education of your national sales force with participation from the executive leadership of your company, along with the National IPA team within first 90 days
B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Pubic Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, contract details and contact information published on the Supplier company website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days
iv. Commitment to attendance and participation with National IPA at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by National IPA for partner suppliers. Booth space will be purchased and staffed by your company. In addition, you commit to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by National IPA. vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.) viii. Dedicated National IPA internet web-based homepage on Supplier website with:
National IPA standard logo;
Copy of original Request for Proposal;
Copy of contract and amendments between Principal Procurement Agency and Supplier;
Summary of Products and pricing;
Marketing Materials
Electronic link to National IPA’s website including the online registration page;
A dedicated toll free number and email address for National IPA C. Describe how your company will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through National IPA.
Include a list of current cooperative contracts (regional and national) your
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract
company holds and describe how the Master Agreement will be positioned among the other cooperative agreements.
D. Acknowledge that your company agrees to provide its company/corporate logo(s) to National IPA and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of National IPA logo will require permission for reproduction, as well.
E. Supplier is responsible for proactive direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by National IPA. All sales materials are to use the National IPA logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Advantageous government pricing
iii. No cost to participate
iv. Non-exclusive contract
F. Supplier is responsible for the training of its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through National IPA
iv. Knowledge of benefits of the use of cooperative contracts G. Provide contact information for the person(s), who will be responsible for:
i. Marketing
ii. Sales
iii. Sales Support
iv. Financial Reporting
v. Contracts
H. Describe in detail how your company’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.
I. Explain in detail how the sales teams will work with the National IPA team to implement, grow and service the national program.
J. Explain in detail how your organization will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, etc.
K. State the amount of your company’s Public Agency sales for the previous fiscal year. Provide a list of your top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.
L. Describe your company’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.
M. Provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that your company will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).
Deleted: Best
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT A- NATIONAL IPA RESPONSE FOR NATIONAL COOPERATIVE CONTRACT Requirements for National Cooperative Contract
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.
N. Even though it is anticipated that many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to National IPA).
ii. If competitive conditions require pricing lower than the standard Master Agreement not-to-exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to National IPA under the Master Agreement.
iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to National IPA). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.
Detail your strategies under these options when responding to a solicitation.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made this ___ day of ______ 20___, between National Intergovernmental Purchasing Alliance Company (“National IPA”), and ________________ (“Supplier”).
RECITALS
WHEREAS, the ___________________ (the “Principal Procurement Agency”) has entered into a Master Agreement dated _________________, Agreement No_______, by and between the Principal Procurement Agency and Supplier, (as may be amended from time to time in accordance with the terms thereof, the “Master Agreement”), as attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, for the purchase of ___________________________ (the “Product”);
WHEREAS, said Master Agreement provides that any or all public agencies, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (collectively, “Public Agencies”), that register (either via registration on the National IPA website or execution of a Master Intergovernmental Cooperative Purchasing Agreement, attached hereto as Exhibit B) (each, hereinafter referred to as a “Participating Public Agency”) may purchase Product at prices stated in the Master Agreement; WHEREAS, Participating Public Agencies may access the Master Agreement which is offered through National IPA to Public Agencies;
WHEREAS, National IPA serves as the contract administrator of the Master Agreement on behalf of Principal Procurement Agency;
WHEREAS, Principal Procurement Agency desires National IPA to proceed with administration of the Master Agreement; and
WHEREAS, National IPA and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies and to set forth certain terms and conditions governing the relationship between National IPA and Supplier.
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, National IPA and Supplier hereby agree as follows:
DEFINITIONS
1. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to them in the Master Agreement.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
TERMS AND CONDITIONS
2. The Master Agreement and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Supplier acknowledges and agrees that the covenants and agreements of Supplier set forth in the solicitation and Supplier’s response thereto resulting in the Master Agreement are incorporated herein and are an integral part hereof.
3. National IPA shall be afforded all of the rights, privileges and indemnifications afforded to Principal Procurement Agency by or from Supplier under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to National IPA, its agents, employees, directors, and representatives under this Agreement including, but not limited to, Supplier’s obligation to obtain appropriate insurance.
4. National IPA shall perform all of its duties, responsibilities and obligations as contract administrator of the Master Agreement on behalf of Principal Procurement Agency as set forth herein, and Supplier hereby acknowledges and agrees that all duties, responsibilities and obligations will be undertaken by National IPA solely in its capacity as the contract administrator under the Master Agreement.
5. With respect to any purchases by Principal Procurement Agency or any Participating Public Agency pursuant to the Master Agreement, National IPA shall not be: (i) construed as a dealer, re-marketer, representative, partner or agent of any type of the Supplier, Principal Procurement Agency or any Participating Public Agency; (ii) obligated, liable or responsible for any order for Product made by Principal Procurement Agency or any Participating Public Agency or any employee thereof under the Master Agreement or for any payment required to be made with respect to such order for Product; and (iii) obligated, liable or responsible for any failure by Principal Procurement Agency or any Participating Public Agency to comply with procedures or requirements of applicable law or the Master Agreement or to obtain the due authorization and approval necessary to purchase under the Master Agreement. National IPA makes no representation or guaranty with respect to any minimum purchases by Principal Procurement Agency or any Participating Public Agency or any employee thereof under this Agreement or the Master Agreement.
6. National IPA shall not be responsible for Supplier’s performance under the Master Agreement, and Supplier shall hold National IPA harmless from any liability that may arise from the negligent acts or omissions of Supplier in the course of its performance under the Master Agreement.
7. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NATIONAL
IPA EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES REGARDING NATIONAL IPA’S PERFORMANCE AS A CONTRACT ADMINISTRATOR OF THE MASTER AGREEMENT.
8. NEITHER PARTY SHALL BE LIABLE IN ANY WAY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS
OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF
OTHER ASSETS, WHETHER OR NOT FORESEEABLE, EVEN IF A PARTY IS ADVISED OF Deleted: connection with the
Deleted: NATIONAL
Deleted: IPA
Deleted: NOT
Deleted: NATIONAL
Deleted: IPA
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
THE POSSIBILITY OF SUCH DAMAGES.
9. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY
ORDER ISSUED HEREUNDER, SUPPLIER HEREBY DISCLAIMS ALL OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM.
TERM OF AGREEMENT; TERMINATION
10. This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the provisions of Sections 3 – 9 and 14 – 23, hereof and the indemnifications and limitations of liability afforded by the Supplier to National IPA in the Master Agreement, to the extent such provisions survive any expiration or termination of the Master Agreement, shall survive the expiration or termination of this Agreement.
11. Supplier’s failure to maintain its covenants and commitments contained in this Agreement or any action of the Supplier which gives rise to a right by Principal Procurement Agency to terminate the Master Agreement shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of this Agreement at National IPA’s sole discretion. Notwithstanding anything contained herein to the contrary, this Agreement shall terminate on the date of the termination or expiration of the Master Agreement.
NATIONAL PROMOTION
j
12. National IPA and Supplier shall publicize and promote the availability of the Master Agreement’s products and services to Public Agencies and such agencies’ employees. Supplier shall require each Public Agency to register its participation in the National IPA program by either registering on the National IPA website, www.nationalipa.org, or executing a Master Intergovernmental Cooperative Purchasing Agreement prior to processing the Participating Public Agency’s first sales order. Upon request, Supplier shall make available to interested Public Agencies a copy of the Master Agreement and such price lists or quotes as may be necessary for such Public Agencies to evaluate potential purchases.
13. Supplier shall provide such marketing and administrative support as set forth in the solicitation resulting in the Master Agreement, including assisting in development of marketing materials as reasonably requested by Principal Procurement Agency and National IPA. Supplier shall be responsible for obtaining permission or license of use and payment of any license fees for all content and images Supplier provides to National IPA or posts on the National IPA website. Supplier shall indemnify, defend and hold harmless National IPA for use of all such content and images including copyright infringement claims. Supplier and National IPA each hereby grant to the other Deleted: 8
Deleted: 8
Commented [PB5]: Update
Deleted: 9
Deleted: 10
Deleted: 11
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
party a limited, revocable, non-transferable, non-sublicensable right to use such party’s logo (each, the “Logo”) solely for use in marketing the Master Agreement. Each party shall provide the other party with the standard terms of use of such party’s Logo, and such party shall comply with such terms in all material respects. Both parties shall obtain approval from the other party prior to use of such party’s Logo. Notwithstanding the foregoing, the parties understand and agree that except as provided herein neither party shall have any right, title or interest in the other party’s Logo. Upon termination of this Agreement, each party shall immediately cease use of the other party’s Logo.
ADMINISTRATIVE FEE, REPORTING & PAYMENT
14. An “Administrative Fee” shall be defined and due to National IPA from Supplier in the amount of __ percent (__%) (“Administrative Fee Percentage”) multiplied by the total purchase amount paid to Supplier, less refunds, credits on returns, rebates and discounts, for the sale of products and/or services to Principal Procurement Agency and Participating Public Agencies pursuant to the Master Agreement (as amended from time to time and including any renewal thereof) (“Contract Sales”). From time to time the parties may mutually agree in writing to a lower Administrative Fee Percentage for a specifically identified Participating Public Agency’s Contract Sales.
15. Supplier shall provide National IPA with an electronic accounting report monthly, in the format prescribed by National IPA, summarizing all Contract Sales for each calendar month. The Contract Sales reporting format is provided as Exhibit C (“Contract Sales Report”), attached hereto and incorporated herein by reference. Contract Sales Reports for each calendar month shall be provided by Supplier to National IPA by the 10th day of the following month. Failure to provide a Contract Sales Report within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at National IPA’s sole discretion.
16. Administrative Fee payments are to be paid by Supplier to National IPA at the frequency and on the due date stated in Section 13, above, for Supplier’s submission of corresponding Contract Sales Reports. Administrative Fee payments are to be made via Automated Clearing House (ACH) to the National IPA designated financial institution identified in Exhibit D. Failure to provide a payment of the Administrative Fee within the time and manner specified herein shall constitute a material breach of this Agreement and if not cured within thirty (30) days of written notice to Supplier shall be deemed a cause for termination of the Master Agreement, at Principal Procurement Agency’s sole discretion, and/or this Agreement, at National IPA’s sole discretion. All Administrative Fees not paid when due shall bear interest at a rate equal to the lesser of one and one-half percent (1 1/2%) per month or the maximum rate permitted by law until paid in full.
17. Supplier shall maintain an accounting of all purchases made by Participating Public Agencies under the Master Agreement. National IPA, or its designee, in National IPA’s sole discretion, reserves the right to compare Participating Public Agency records with Contract Sales Reports submitted by Supplier for a period of four (4) years from the date National IPA receives such report. In addition, National IPA may engage a third party to conduct an independent audit of Supplier’s monthly reports. National IPA will request to audit Supplier by providing at least thirty (30) days’ notice to Supplier and shall be permitted to conduct such audits once per calendar year. In the event of such an audit, Supplier shall provide all materials reasonably requested relating to such Deleted: 2
Deleted: 3
Deleted: 4
Deleted: 5
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
audit by National IPA at the location designated by National IPA. In the event an underreporting of Contract Sales and a resulting underpayment of Administrative Fees is revealed, National IPA will notify the Supplier in writing. Supplier will have thirty (30) days from the date of such notice to resolve the discrepancy to National IPA’s reasonable satisfaction, including payment of any Administrative Fees due and owing, together with interest thereon in accordance with Section 15, and reimbursement of National IPA’s costs and expenses related to such audit.
GENERAL PROVISIONS
16. This Agreement, the Master Agreement and the exhibits referenced herein supersede any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereto and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained or incorporated herein shall be valid or binding. In the event of any conflict between the provisions of this Agreement and the Master Agreement, as between National IPA and Supplier, the provisions of this Agreement shall prevail.
17. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any Administrative Fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which it may be entitled.
A. 18. This Agreement and National IPA’s rights and obligations hereunder may be assigned at to an affiliate of National IPA, any purchaser of any or all or substantially all of the assets of National IPA, or the successor entity as a result of a merger, reorganization, consolidation, conversion or change of control, whether by operation of law orotherwise, with Supplier’s written consent, which shall not be unreasonably withheld. Supplier may not assign its obligations hereunder without the prior written consent of National IPA, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to a successor pursuant to a merger, consolidation or sale of all or substantially all its assets.
19. All written communications given hereunder shall be delivered by first-class mail, postage prepaid, or overnight delivery on receipt to the addresses as set forth below.
A. National Intergovernmental Purchasing Alliance Company National IPA
Attn: President
2555 Meridian Blvd
Suite 300
Franklin, TN 37067
B. Supplier
290 Davidson Avenue
Somerset, NJ 08873
Deleted: 3
Commented [PB6]: Note: Individual agreements with the Agencies (if any) be necessary bc they desire alternate terms and therefore any conflicting terms stated in those agreements would supersede this Agreement.
We need to bring clarity here. The Master states it will control and this Agreement states that it will control. SHI prefer we make the Master control.
Deleted: National IPA’s sole discretion
Deleted:
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT B- NATIONAL IPA ADMINISTRATION AGREEMENT, EXAMPLE Requirements for National Cooperative Contract
20. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever, and this Agreement will be construed by limiting or invalidating such provision to the minimum extent necessary to make such provision valid, legal and enforceable.
21. This Agreement may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, and no provision of this Agreement may be discharged or waived, except by a writing signed by the parties. A waiver of any particular provision will not be deemed a waiver of any other provision, nor will a waiver given on one occasion be deemed to apply to any other occasion.
22. This Agreement shall inure to the benefit of and shall be binding upon National IPA, the Supplier and any respective successor and assign thereto; subject, however, to the limitations contained herein.
23. This Agreement will be construed under and governed by the laws of the State of Delaware, excluding its conflicts of law provisions and any action arising out of or related to this Agreement shall be commenced solely and exclusively in the state or federal courts in Williamson County Tennessee.
24. This Agreement may be executed in counterparts, each of which is an original but all of which, together, shall constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, or by .pdf or similar electronic transmission, will constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, or by .pdf or similar electronic transmission, will be deemed to be their original signatures for any purpose whatsoever.
Authorized Signature, Supplier NATIONAL INTERGOVERNMENTAL
PURCHASING ALLIANCE COMPANY
Signature Signature
Ward H. Brown
Name Name
Chief Operating Officer
Title Title
Date Date
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT C – NATIONAL IPA MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING
AGREEMENT, EXAMPLE
Requirements for National Cooperative Contract
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (this “Agreement”) is entered into by and between those certain government agencies that execute a Principal Procurement Agency Certificate (“Principal Procurement Agencies”) with National Intergovernmental Purchasing Alliance Company (“National IPA”) to be appended and made a part hereof and such other public agencies (“Participating Public Agencies”) who register to participate in the cooperative purchasing programs administered by National IPA and its affiliates and subsidiaries (collectively, the “National IPA Parties”) by either registering on a National IPA Party website (such as www.nationalipa.org), or by executing a copy of this Agreement.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Principal Procurement Agencies, a number of suppliers have entered into “Master Agreements” (herein so called) to provide a variety of goods, products and services (“Products”) to the applicable Principal Procurement Agency and the Participating Public Agencies;
WHEREAS, Master Agreements are made available by Principal Procurement Agencies through the National IPA Parties and provide that Participating Public Agencies may purchase Products on the same terms, conditions and pricing as the Principal Procurement Agency, subject to any applicable federal and/or local purchasing ordinances and the laws of the State of purchase; and WHEREAS, in addition to Master Agreements, the National IPA Parties may from time to time offer Participating Public Agencies the opportunity to acquire Products through other group purchasing agreements.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties hereby agree as follows:
1. Each party will facilitate the cooperative procurement of Products.
2. The Participating Public Agencies shall procure Products in accordance with and subject to the relevant federal, state and local statutes, ordinances, rules and regulations that govern Participating Public Agency’s procurement practices. The Participating Public Agencies hereby acknowledge and agree that it is the intent of the parties that all provisions of this Agreement and that Principal Procurement Agencies’ participation in the program described herein comply with all applicable laws, including but not limited to the requirements of 42 C.F.R. § 1001.952(h), as may be amended from time to time. The Participating Public Agencies further acknowledge and agree that they are solely responsible for their compliance with all applicable “safe harbor” regulations, including but not limited to any and all obligations to fully and accurately report discounts and incentives.
3. The Participating Public Agency represents and warrants that the Participating Public Agency is not a hospital and is not purchasing Products on behalf of a hospital.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING
AGREEMENT, EXAMPLE
Requirements for National Cooperative Contract
4. The cooperative use of Master Agreements shall be in accordance with the terms and conditions of the Master Agreements, except as modification of those terms and conditions is otherwise required by applicable federal, state or local law.
5. The Principal Procurement Agencies will make available, upon reasonable request, Master Agreement information which may assist in improving the procurement of Products by the Participating Public Agencies.
6. The Participating Public Agency agrees the National IPA Parties may provide access to group purchasing organization (“GPO”) agreements directly or indirectly by enrolling the Participating Public Agency in another GPO’s purchasing program, including but not limited to Vizient Source, LLC, Provista, Inc. and other National IPA affiliates and subsidiaries; provided the purchase of Products through a National IPA Party or any other GPO shall be at the Participating Public Agency’s sole discretion.
7. The Participating Public Agencies (each a “Procuring Party”) that procure Products through any Master Agreement or GPO Product supply agreement (each a “GPO Contract”) will make timely payments to the reseller ( “Supplier”) for Products received in accordance with the terms and conditions of the Master Agreement or GPO Contract, as applicable. Payment for Products and inspections and acceptance of Products ordered by the Procuring Party shall be the exclusive obligation of such Procuring Party. Disputes between Procuring Party and any Supplier shall be resolved in accordance with the law and venue rules of the State of purchase unless otherwise agreed to by the Procuring Party and Supplier.
8. The Procuring Party shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services.
9. The Procuring Party shall be responsible for the ordering of Products under this Agreement.
A non-procuring party shall not be liable in any fashion for any violation by a Procuring Party, and, to the extent permitted by applicable law, the Procuring Party shall hold nonprocuring party harmless from any liability that may arise from the acts or omissions of the Procuring Party.
10. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE NATIONAL
IPA PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES REGARDING ANY PRODUCT, MASTER AGREEMENT AND GPO CONTRACT. NONE OF THE PARTIES SHALL BE LIABLE
IN ANY WAY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, EVEN IF THE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE PROCURING
PARTY ACKNOWLEDGES AND AGREES THAT THE NATIONAL IPA PARTIES
SHALL HAVE NO LIABILITY FOR ANY ACT OR OMISSION BY A SUPPLIER OR OTHER PARTY UNDER A MASTER AGREEMENT OR GPO CONTRACT.
Deleted: distributor, manufacturer or other vendor
Deleted: collectively,
Deleted: THE NATIONAL IPA
Deleted: NOT
Deleted: NATIONAL IPA
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT C- NATIONAL IPA MASTER INTERGOVERNMENTAL COPERATIVE PURCHASING
AGREEMENT, EXAMPLE
Requirements for National Cooperative Contract
11. This Agreement shall remain in effect until termination by a party giving thirty (30) days’ written notice to the other party. The provisions of Paragraphs 6 - 10 hereof shall survive any such termination.
12. This Agreement shall take effect upon (i) execution of the Principal Procurement Agency Certificate, or (ii) the registration on a National IPA Party website or the execution of this Agreement by a Participating Public Agency, as applicable.
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT D – NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY CERTIFICATE, EXAMPLE Requirements for National Cooperative Contract
PRINCIPAL PROCUREMENT AGENCY CERTIFICATE
In its capacity as a Principal Procurement Agency (as defined below) for National Intergovernmental Purchasing Alliance Company (“National IPA”), [NAME OF PPA] agrees to pursue Master Agreements for Products as specified in the attached Exhibits to this Principal Procurement Agency Certificate.
I hereby acknowledge, in my capacity as _____________ of and on behalf of [NAME OF PPA] (“Principal Procurement Agency”), that I have read and hereby agree to the general terms and conditions set forth in the attached Master Intergovernmental Cooperative Purchasing Agreement regulating the use of the Master Agreements and purchase of Products that from time to time are made available by Principal Procurement Agencies to Participating Public Agencies nationwide through National IPA.
I understand that the purchase of one or more Products under the provisions of the Master Intergovernmental Cooperative Purchasing Agreement is at the sole and complete discretion of the Participating Public Agency.
Authorized Signature, [PRINCIPAL PROCUREMENT AGENCY]
Signature
Name
Title
Date
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS EXHIBIT E – NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE Requirements for National Cooperative Contract
Supplier Name:
Contract Sales Report Month:
Contract ID:
Participating Agency Name Address City State Zip Code
Participating
Agency #
{Assigned
by National
IPA and
provided to
Supplier}
Transaction
Date
(Date of
Sale)
Contract
Sales for
Month ($)
Admin
Fee %
Admin
Fee $
Report Totals
Cumulative Contract Sales
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT C - NATIONAL IPA CONTRACT SALES REPORTING TEMPLATE (to be submitted electronically in Microsoft Excel format) National IPA Contract Sales Monthly Report
Requirements for National Cooperative Contract
NATIONAL INTERGOVERNMENTAL PURCHASING ALLIANCE COMPANY EXHIBITS
EXHIBIT F- NATIONAL IPA ADVERTISING COMPLIANCE REQUIREMENT Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.220, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with National IPA and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes:
Nationwide:
State of Alabama* State of Hawaii State of Massachusetts State of New Mexico State of South Dakota
State of Alaska State of Idaho State of Michigan State of New York State of Tennessee State of Arizona State of Illinois State of Minnesota State of North Carolina State of Texas State of Arkansas State of Indiana State of Mississippi State of North Dakota State of Utah State of California State of Iowa State of Missouri State of Ohio State of Vermont State of Colorado State of Kansas State of Montana State of Oklahoma* State of Virginia State of Connecticut State of Kentucky State of Nebraska State of Oregon State of Washington State of Delaware State of Louisiana State of Nevada State of Pennsylvania State of West Virginia
State of Florida State of Maine State of New Hampshire State of Rhode Island State of Wisconsin State of Georgia State of Maryland State of New Jersey State of South Carolina State of Wyoming District of Columbia
Lists of political subdivisions and local governments in the above referenced states / districts may be found at http://www.usa.gov/Agencies/State_and_Territories.shtml and https://www.usa.gov/local-governments. *Some public agencies and political subdivisions of these states may be restricted by state statutes that limit competition among cooperative purchasing organizations by only allowing use of purchasing cooperatives sponsored by certain National Associations.
Certain Public Agencies and Political Subdivisions:
CITIES, TOWNS, VILLAGES AND BOROUGHS
INCLUDING BUT NOT LIMITED TO:
BAKER CITY GOLF COURSE, OR
CITY OF ADAIR VILLAGE, OR
CITY OF ASHLAND, OR
CITY OF AUMSVILLE, OR
CITY OF AURORA, OR
CITY OF BAKER, OR
CITY OF BATON ROUGE, LA
CITY OF BEAVERTON, OR
CITY OF BEND, OR
CITY OF BOARDMAN, OR
CITY OF BONANAZA, OR
CITY OF BOSSIER CITY, LA
CITY OF BROOKINGS, OR
CITY OF BURNS, OR
CITY OF CANBY, OR
CITY OF CANYONVILLE, OR
CITY OF CLATSKANIE, OR
CITY OF COBURG, OR
CITY OF CONDON, OR
CITY OF COQUILLE, OR
CITY OF CORVALLI, OR
CITY OF CORVALLIS PARKS AND RECREATION
DEPARTMENT, OR
CITY OF COTTAGE GROVE, OR
CITY OF DONALD, OR
CITY OF EUGENE, OR
CITY OF FOREST GROVE, OR
CITY OF GOLD HILL, OR
CITY OF GRANTS PASS, OR
CITY OF GRESHAM, OR
CITY OF HILLSBORO, OR
CITY OF INDEPENDENCE, OR
CITY AND COUNTY OF HONOLULU, HI
CITY OF KENNER, LA
CITY OF LA GRANDE, OR
CITY OF LAFAYETTE, LA
CITY OF LAKE CHARLES, OR
CITY OF LEBANON, OR
CITY OF MCMINNVILLE, OR
CITY OF MEDFORD, OR
CITY OF METAIRIE, LA
CITY OF MILL CITY, OR
CITY OF MILWAUKIE, OR
CITY OF MONROE, LA
CITY OF MOSIER, OR
CITY OF NEW ORLEANS, LA
CITY OF NORTH PLAINS, OR
CITY OF OREGON CITY, OR
CITY OF PILOT ROCK, OR
CITY OF PORTLAND, OR
CITY OF POWERS, OR
CITY OF PRINEVILLE, OR
CITY OF REDMOND, OR
CITY OF REEDSPORT, OR
CITY OF RIDDLE, OR
CITY OF ROGUE RIVER, OR
CITY OF ROSEBURG, OR
CITY OF SALEM, OR
CITY OF SANDY, OR
CITY OF SCAPPOOSE, OR
CITY OF SHADY COVE, OR
CITY OF SHERWOOD, OR
CITY OF SHREVEPORT, LA
CITY OF SILVERTON, OR
Requirements for National Cooperative Contract
CITY OF SPRINGFIELD, OR
CITY OF ST. HELENS, OR
CITY OF ST. PAUL, OR
CITY OF SULPHUR, LA
CITY OF TIGARD, OR
CITY OF TROUTDALE, OR
CITY OF TUALATIN, OR
CITY OF WALKER, LA
CITY OF WARRENTON, OR
CITY OF WEST LINN, OR
CITY OF WILSONVILLE, OR
CITY OF WINSTON, OR
CITY OF WOODBURN, OR
LEAGUE OF OREGON CITES
THE CITY OF HAPPY VALLEY OREGON
ALPINE, UT
ALTA, UT
ALTAMONT, UT
ALTON, UT
AMALGA, UT
AMERICAN FORK CITY, UT
ANNABELLA, UT
ANTIMONY, UT
APPLE VALLEY, UT
AURORA, UT
BALLARD, UT
BEAR RIVER CITY, UT
BEAVER, UT
BICKNELL, UT
BIG WATER, UT
BLANDING, UT
BLUFFDALE, UT
BOULDER, UT
CITY OF BOUNTIFUL, UT
BRIAN HEAD, UT
BRIGHAM CITY CORPORATION, UT
BRYCE CANYON CITY, UT
CANNONVILLE, UT
CASTLE DALE, UT
CASTLE VALLEY, UT
CITY OF CEDAR CITY, UT
CEDAR FORT, UT
CITY OF CEDAR HILLS, UT
CENTERFIELD, UT
CENTERVILLE CITY CORPORATION, UT
CENTRAL VALLEY, UT
CHARLESTON, UT
CIRCLEVILLE, UT
CLARKSTON, UT
CLAWSON, UT
CLEARFIELD, UT
CLEVELAND, UT
CLINTON CITY CORPORATION, UT
COALVILLE, UT
CORINNE, UT
CORNISH, UT
COTTONWOOD HEIGHTS, UT
DANIEL, UT
DELTA, UT
DEWEYVILLE, UT
DRAPER CITY, UT
DUCHESNE, UT
EAGLE MOUNTAIN, UT
EAST CARBON, UT
ELK RIDGE, UT
ELMO, UT
ELSINORE, UT
ELWOOD, UT
EMERY, UT
ENOCH, UT
ENTERPRISE, UT
EPHRAIM, UT
ESCALANTE, UT
EUREKA, UT
FAIRFIELD, UT
FAIRVIEW, UT
FARMINGTON, UT
FARR WEST, UT
FAYETTE, UT
FERRON, UT
FIELDING, UT
FILLMORE, UT
FOUNTAIN GREEN, UT
FRANCIS, UT
FRUIT HEIGHTS, UT
GARDEN CITY, UT
GARLAND, UT
GENOLA, UT
GLENDALE, UT
GLENWOOD, UT
GOSHEN, UT
GRANTSVILLE, UT
GREEN RIVER, UT
GUNNISON, UT
HANKSVILLE, UT
HARRISVILLE, UT
HATCH, UT
HEBER CITY CORPORATION, UT
HELPER, UT
HENEFER, UT
HENRIEVILLE, UT
HERRIMAN, UT
HIDEOUT, UT
HIGHLAND, UT
HILDALE, UT
HINCKLEY, UT
HOLDEN, UT
HOLLADAY, UT
HONEYVILLE, UT
HOOPER, UT
HOWELL, UT
HUNTINGTON, UT
HUNTSVILLE, UT
CITY OF HURRICANE, UT
HYDE PARK, UT
HYRUM, UT
INDEPENDENCE, UT
IVINS, UT
JOSEPH, UT
JUNCTION, UT
KAMAS, UT
KANAB, UT
KANARRAVILLE, UT
KANOSH, UT
KAYSVILLE, UT
KINGSTON, UT
KOOSHAREM, UT
LAKETOWN, UT
LA VERKIN, UT
LAYTON, UT
Requirements for National Cooperative Contract
LEAMINGTON, UT
LEEDS, UT
LEHI CITY CORPORATION, UT
LEVAN, UT
LEWISTON, UT
LINDON, UT
LOA, UT
LOGAN CITY, UT
LYMAN, UT
LYNNDYL, UT
MANILA, UT
MANTI, UT
MANTUA, UT
MAPLETON, UT
MARRIOTT-SLATERVILLE, UT
MARYSVALE, UT
MAYFIELD, UT
MEADOW, UT
MENDON, UT
MIDVALE CITY INC., UT
MIDWAY, UT
MILFORD, UT
MILLVILLE, UT
MINERSVILLE, UT
MOAB, UT
MONA, UT
MONROE, UT
CITY OF MONTICELLO, UT
MORGAN, UT
MORONI, UT
MOUNT PLEASANT, UT
MURRAY CITY CORPORATION, UT
MYTON, UT
NAPLES, UT
NEPHI, UT
NEW HARMONY, UT
NEWTON, UT
NIBLEY, UT
NORTH LOGAN, UT
NORTH OGDEN, UT
NORTH SALT LAKE CITY, UT
OAK CITY, UT
OAKLEY, UT
OGDEN CITY CORPORATION, UT
OPHIR, UT
ORANGEVILLE, UT
ORDERVILLE, UT
OREM, UT
PANGUITCH, UT
PARADISE, UT
PARAGONAH, UT
PARK CITY, UT
PAROWAN, UT
PAYSON, UT
PERRY, UT
PLAIN CITY, UT
PLEASANT GROVE CITY, UT
PLEASANT VIEW, UT
PLYMOUTH, UT
PORTAGE, UT
PRICE, UT
PROVIDENCE, UT
PROVO, UT
RANDOLPH, UT
REDMOND, UT
RICHFIELD, UT
RICHMOND, UT
RIVERDALE, UT
RIVER HEIGHTS, UT
RIVERTON CITY, UT
ROCKVILLE, UT
ROCKY RIDGE, UT
ROOSEVELT CITY CORPORATION, UT
ROY, UT
RUSH VALLEY, UT
CITY OF ST. GEORGE, UT
SALEM, UT
SALINA, UT
SALT LAKE CITY CORPORATION, UT
SANDY, UT
SANTA CLARA, UT
SANTAQUIN, UT
SARATOGA SPRINGS, UT
SCIPIO, UT
SCOFIELD, UT
SIGURD, UT
SMITHFIELD, UT
SNOWVILLE, UT
CITY OF SOUTH JORDAN, UT
SOUTH OGDEN, UT
CITY OF SOUTH SALT LAKE, UT
SOUTH WEBER, UT
SPANISH FORK, UT
SPRING CITY, UT
SPRINGDALE, UT
SPRINGVILLE, UT
STERLING, UT
STOCKTON, UT
SUNNYSIDE, UT
SUNSET CITY CORP, UT
SYRACUSE, UT
TABIONA, UT
CITY OF TAYLORSVILLE, UT
TOOELE CITY CORPORATION, UT
TOQUERVILLE, UT
TORREY, UT
TREMONTON CITY, UT
TRENTON, UT
TROPIC, UT
UINTAH, UT
VERNAL CITY, UT
VERNON, UT
VINEYARD, UT
VIRGIN, UT
WALES, UT
WALLSBURG, UT
WASHINGTON CITY, UT
WASHINGTON TERRACE, UT
WELLINGTON, UT
WELLSVILLE, UT
WENDOVER, UT
WEST BOUNTIFUL, UT
WEST HAVEN, UT
WEST JORDAN, UT
WEST POINT, UT
WEST VALLEY CITY, UT
WILLARD, UT
WOODLAND HILLS, UT
WOODRUFF, UT
WOODS CROSS, UT
Requirements for National Cooperative Contract
COUNTIES AND PARISHES INCLUDING BUT NOT
LIMITED TO:
ASCENSION PARISH, LA
ASCENSION PARISH, LA, CLEAR OF COURT
CADDO PARISH, LA
CALCASIEU PARISH, LA
CALCASIEU PARISH SHERIFF’S OFFICE, LA
CITY AND COUNTY OF HONOLULU, HI
CLACKAMAS COUNTY, OR
CLACKAMAS COUNTY DEPT OF TRANSPORTATION,
OR
CLATSOP COUNTY, OR
COLUMBIA COUNTY, OR
COOS COUNTY, OR
COOS COUNTY HIGHWAY DEPARTMENT, OR
COUNTY OF HAWAII, OR
CROOK COUNTY, OR
CROOK COUNTY ROAD DEPARTMENT, OR
CURRY COUNTY, OR
DESCHUTES COUNTY, OR
DOUGLAS COUNTY, OR
EAST BATON ROUGE PARISH, LA
GILLIAM COUNTY, OR
GRANT COUNTY, OR
HARNEY COUNTY, OR
HARNEY COUNTY SHERIFFS OFFICE, OR
HAWAII COUNTY, HI
HOOD RIVER COUNTY, OR
JACKSON COUNTY, OR
JEFFERSON COUNTY, OR
JEFFERSON PARISH, LA
JOSEPHINE COUNTY GOVERNMENT, OR
LAFAYETTE CONSOLIDATED GOVERNMENT, LA
LAFAYETTE PARISH, LA
LAFAYETTE PARISH CONVENTION & VISITORS
COMMISSION
LAFOURCHE PARISH, LA
KAUAI COUNTY, HI
KLAMATH COUNTY, OR
LAKE COUNTY, OR
LANE COUNTY, OR
LINCOLN COUNTY, OR
LINN COUNTY, OR
LIVINGSTON PARISH, LA
MALHEUR COUNTY, OR
MAUI COUNTY, HI
MARION COUNTY, SALEM, OR
MORROW COUNTY, OR
MULTNOMAH COUNTY, OR
MULTNOMAH COUNTY BUSINESS AND
COMMUNITY SERVICES, OR
MULTNOMAH COUNTY SHERIFFS OFFICE, OR
MULTNOMAH LAW LIBRARY, OR
ORLEANS PARISH, LA
PLAQUEMINES PARISH, LA
POLK COUNTY, OR
RAPIDES PARISH, LA
SAINT CHARLES PARISH, LA
SAINT CHARLES PARISH PUBLIC SCHOOLS, LA
SAINT LANDRY PARISH, LA
SAINT TAMMANY PARISH, LA
SHERMAN COUNTY, OR
TERREBONNE PARISH, LA
TILLAMOOK COUNTY, OR
TILLAMOOK COUNTY SHERIFF'S OFFICE, OR
TILLAMOOK COUNTY GENERAL HOSPITAL, OR
UMATILLA COUNTY, OR
UNION COUNTY, OR
WALLOWA COUNTY, OR
WASCO COUNTY, OR
WASHINGTON COUNTY, OR
WEST BATON ROUGE PARISH, LA
WHEELER COUNTY, OR
YAMHILL COUNTY, OR
COUNTY OF BOX ELDER, UT
COUNTY OF CACHE, UT
COUNTY OF RICH, UT
COUNTY OF WEBER, UT
COUNTY OF MORGAN, UT
COUNTY OF DAVIS, UT
COUNTY OF SUMMIT, UT
COUNTY OF DAGGETT, UT
COUNTY OF SALT LAKE, UT
COUNTY OF TOOELE, UT
COUNTY OF UTAH, UT
COUNTY OF WASATCH, UT
COUNTY OF DUCHESNE, UT
COUNTY OF UINTAH, UT
COUNTY OF CARBON, UT
COUNTY OF SANPETE, UT
COUNTY OF JUAB, UT
COUNTY OF MILLARD, UT
COUNTY OF SEVIER, UT
COUNTY OF EMERY, UT
COUNTY OF GRAND, UT
COUNTY OF BEVER, UT
COUNTY OF PIUTE, UT
COUNTY OF WAYNE, UT
COUNTY OF SAN JUAN, UT
COUNTY OF GARFIELD, UT
COUNTY OF KANE, UT
COUNTY OF IRON, UT
COUNTY OF WASHINGTON, UT
OTHER AGENCIES INCLUDING ASSOCIATIONS,
BOARDS, DISTRICTS, COMMISSIONS, COUNCILS,
PUBLIC CORPORATIONS, PUBLIC DEVELOPMENT
AUTHORITIES, RESERVATIONS AND UTILITIES
INCLUDING BUT NOT LIMITED TO:
BANKS FIRE DISTRICT, OR
BATON ROUGE WATER COMPANY
BEND METRO PARK AND RECREATION DISTRICT
BIENVILLE PARISH FIRE PROTECTION DISTRICT 6,
LA
BOARDMAN PARK AND RECREATION DISTRICT
CENTRAL CITY ECONOMIC OPPORTUNITY CORP, LA
CENTRAL OREGON INTERGOVERNMENTAL
COUNCIL
CITY OF BOGALUSA SCHOOL BOARD, LA
CLACKAMAS RIVER WATER
CLATSKANIE PEOPLE'S UTILITY DISTRICT
CLEAN WATER SERVICES
CONFEDERATED TRIBES OF THE UMATILLA INDIAN
RESERVATION
COOS FOREST PROTECTIVE ASSOCIATION
CHEHALEM PARK AND RECREATION DISTRICT
DAVID CROCKETT STEAM FIRE COMPANY #1, LA
EUGENE WATER AND ELECTRIC BOARD
HONOLULU INTERNATIONAL AIRPORT
Requirements for National Cooperative Contract
HOODLAND FIRE DISTRICT #74
HOUSING AUTHORITY OF PORTLAND
ILLINOIS VALLEY FIRE DISTRICT
LAFAYETTE AIRPORT COMMISSION, LA
LAFOURCHE PARISH HEALTH UNIT – DHH-OPH
REGION 3
LOUISIANA PUBLIC SERVICE COMMISSION, LA
LOUISIANA WATER WORKS
MEDFORD WATER COMMISSION
MELHEUR COUNTY JAIL, OR
METRO REGIONAL GOVERNMENT
METRO REGIONAL PARKS
METROPOLITAN EXPOSITION RECREATION
COMMISSION
METROPOLITAN SERVICE DISTRICT (METRO)
MULTNOMAH EDUCATION SERVICE DISTRICT
NEW ORLEANS REDEVELOPMENT AUTHORITY, LA
NORTHEAST OREGON HOUSING AUTHORITY, OR
PORT OF BRANDON, OR
PORT OF MORGAN CITY, LA
PORTLAND DEVELOPMENT COMMISSION, OR
PORTLAND FIRE AND RESCUE
PORTLAND HOUSING CENTER, OR
OREGON COAST COMMUNITY ACTION
OREGON HOUSING AND COMMUNITY SERVICES
OREGON LEGISLATIVE ADMINISTRATION
ROGUE VALLEY SEWER, OR
SAINT LANDRY PARISH TOURIST COMMISSION
SAINT MARY PARISH REC DISTRICT 2
SAINT MARY PARISH REC DISTRICT 3
SAINT TAMMANY FIRE DISTRICT 4, LA
SALEM MASS TRANSIT DISTRICT
SEWERAGE AND WATER BOARD OF NEW ORLEANS,
LA
SOUTH LAFOURCHE LEVEE DISTRICT, LA
TRI-COUNTY METROPOLITAN TRANSPORTATION
DISTRICT OF OREGON
TUALATIN HILLS PARK & RECREATION DISTRICT
TUALATIN VALLEY FIRE & RESCUE
TUALATIN VALLEY WATER DISTRICT
WILLAMALANE PARK AND RECREATION DISTRICT
WILLAMETTE HUMANE SOCIETY
K-12 INCLUDING BUT NOT LIMITED TO:
ACADIA PARISH SCHOOL BOARD
BEAVERTON SCHOOL DISTRICT
BEND-LA PINE SCHOOL DISTRICT
BOGALUSA HIGH SCHOOL, LA
BOSSIER PARISH SCHOOL BOARD
BROOKING HARBOR SCHOOL DISTRICT
CADDO PARISH SCHOOL DISTRICT
CALCASIEU PARISH SCHOOL DISTRICT
CANBY SCHOOL DISTRICT
CANYONVILLE CHRISTIAN ACADEMY
CASCADE SCHOOL DISTRICT
CASCADES ACADEMY OF CENTRAL OREGON
CENTENNIAL SCHOOL DISTRICT
CENTRAL CATHOLIC HIGH SCHOOL
CENTRAL POINT SCHOOL DISTRICT NO.6
CENTRAL SCHOOL DISTRICT 13J
COOS BAY SCHOOL DISTRICT NO.9
CORVALLIS SCHOOL DISTRICT 509J
COUNTY OF YAMHILL SCHOOL DISTRICT 29
CULVER SCHOOL DISTRICT
DALLAS SCHOOL DISTRICT NO.2
DAVID DOUGLAS SCHOOL DISTRICT
DAYTON SCHOOL DISTRICT NO.8
DE LA SALLE N CATHOLIC HS
DESCHUTES COUNTY SCHOOL DISTRICT NO.6
DOUGLAS EDUCATIONAL DISTRICT SERVICE
DUFUR SCHOOL DISTRICT NO.29
EAST BATON ROUGE PARISH SCHOOL DISTRICT
ESTACADA SCHOOL DISTRICT NO.10B
FOREST GROVE SCHOOL DISTRICT
GEORGE MIDDLE SCHOOL
GLADSTONE SCHOOL DISTRICT
GRANTS PASS SCHOOL DISTRICT 7
GREATER ALBANY PUBLIC SCHOOL DISTRICT
GRESHAM BARLOW JOINT SCHOOL DISTRICT
HEAD START OF LANE COUNTY
HIGH DESERT EDUCATION SERVICE DISTRICT
HILLSBORO SCHOOL DISTRICT
HOOD RIVER COUNTY SCHOOL DISTRICT
JACKSON CO SCHOOL DIST NO.9
JEFFERSON COUNTY SCHOOL DISTRICT 509-J
JEFFERSON PARISH SCHOOL DISTRICT
JEFFERSON SCHOOL DISTRICT
JUNCTION CITY SCHOOLS, OR
KLAMATH COUNTY SCHOOL DISTRICT
KLAMATH FALLS CITY SCHOOLS
LAFAYETTE PARISH SCHOOL DISTRICT
LAKE OSWEGO SCHOOL DISTRICT 7J
LANE COUNTY SCHOOL DISTRICT 4J
LINCOLN COUNTY SCHOOL DISTRICT
LINN CO. SCHOOL DIST. 95C
LIVINGSTON PARISH SCHOOL DISTRICT
LOST RIVER JR/SR HIGH SCHOOL
LOWELL SCHOOL DISTRICT NO.71
MARION COUNTY SCHOOL DISTRICT
MARION COUNTY SCHOOL DISTRICT 103
MARIST HIGH SCHOOL, OR
MCMINNVILLE SCHOOL DISTRICT NOAO
MEDFORD SCHOOL DISTRICT 549C
MITCH CHARTER SCHOOL
MONROE SCHOOL DISTRICT NO.1J
MORROW COUNTY SCHOOL DIST, OR
MULTNOMAH EDUCATION SERVICE DISTRICT
MULTISENSORY LEARNING ACADEMY
MYRTLE PINT SCHOOL DISTRICT 41
NEAH-KAH-NIE DISTRICT NO.56
NEWBERG PUBLIC SCHOOLS
NESTUCCA VALLEY SCHOOL DISTRICT NO.101
NOBEL LEARNING COMMUNITIES
NORTH BEND SCHOOL DISTRICT 13
NORTH CLACKAMAS SCHOOL DISTRICT
NORTH DOUGLAS SCHOOL DISTRICT
NORTH WASCO CITY SCHOOL DISTRICT 21
NORTHWEST REGIONAL EDUCATION SERVICE
DISTRICT
ONTARIO MIDDLE SCHOOL
OREGON TRAIL SCHOOL DISTRICT NOA6
ORLEANS PARISH SCHOOL DISTRICT
PHOENIX-TALENT SCHOOL DISTRICT NOA
PLEASANT HILL SCHOOL DISTRICT
PORTLAND JEWISH ACADEMY
PORTLAND PUBLIC SCHOOLS
RAPIDES PARISH SCHOOL DISTRICT
REDMOND SCHOOL DISTRICT
REYNOLDS SCHOOL DISTRICT
Requirements for National Cooperative Contract
ROGUE RIVER SCHOOL DISTRICT
ROSEBURG PUBLIC SCHOOLS
SCAPPOOSE SCHOOL DISTRICT 1J
SAINT TAMMANY PARISH SCHOOL BOARD, LA
SEASIDE SCHOOL DISTRICT 10
SHERWOOD SCHOOL DISTRICT 88J
SILVER FALLS SCHOOL DISTRICT 4J
SOUTH LANE SCHOOL DISTRICT 45J3
SOUTHERN OREGON EDUCATION SERVICE
DISTRICT
SPRINGFIELD PUBLIC SCHOOLS
SUTHERLIN SCHOOL DISTRICT
SWEET HOME SCHOOL DISTRICT NO.55
TERREBONNE PARISH SCHOOL DISTRICT
THE CATLIN GABEL SCHOOL
TIGARD-TUALATIN SCHOOL DISTRICT
UMATILLA MORROW ESD
WEST LINN WILSONVILLE SCHOOL DISTRICT
WILLAMETTE EDUCATION SERVICE DISTRICT
WOODBURN SCHOOL DISTRICT
YONCALLA SCHOOL DISTRICT
ACADEMY FOR MATH ENGINEERING & SCIENCE
(AMES) , UT
ALIANZA ACADEMY , UT
ALPINE DISTRICT , UT
AMERICAN LEADERSHIP ACADEMY , UT
AMERICAN PREPARATORY ACADEMY , UT
BAER CANYON HIGH SCHOOL FOR SPORTS &
MEDICAL SCIENCES , UT
BEAR RIVER CHARTER SCHOOL , UT
BEAVER SCHOOL DISTRICT , UT
BEEHIVE SCIENCE & TECHNOLOGY ACADEMY
(BSTA) , UT
BOX ELDER SCHOOL DISTRICT , UT
CBA CENTER , UT
CACHE SCHOOL DISTRICT , UT
CANYON RIM ACADEMY , UT
CANYONS DISTRICT , UT
CARBON SCHOOL DISTRICT , UT
CHANNING HALL , UT
CHARTER SCHOOL LEWIS ACADEMY , UT
CITY ACADEMY , UT
DAGGETT SCHOOL DISTRICT , UT
DAVINCI ACADEMY , UT
DAVIS DISTRICT , UT
DUAL IMMERSION ACADEMY , UT
DUCHESNE SCHOOL DISTRICT , UT
EARLY LIGHT ACADEMY AT DAYBREAK , UT
EAST HOLLYWOOD HIGH , UT
EDITH BOWEN LABORATORY SCHOOL , UT
EMERSON ALCOTT ACADEMY , UT
EMERY SCHOOL DISTRICT , UT
ENTHEOS ACADEMY , UT
EXCELSIOR ACADEMY , UT
FAST FORWARD HIGH , UT
FREEDOM ACADEMY , UT
GARFIELD SCHOOL DISTRICT , UT
GATEWAY PREPARATORY ACADEMY , UT
GEORGE WASHINGTON ACADEMY , UT
GOOD FOUNDATION ACADEMY , UT
GRAND SCHOOL DISTRICT , UT
GRANITE DISTRICT , UT
GUADALUPE SCHOOL , UT
HAWTHORN ACADEMY , UT
INTECH COLLEGIATE HIGH SCHOOL , UT
IRON SCHOOL DISTRICT , UT
ITINERIS EARLY COLLEGE HIGH , UT
JOHN HANCOCK CHARTER SCHOOL , UT
JORDAN DISTRICT , UT
JUAB SCHOOL DISTRICT , UT
KANE SCHOOL DISTRICT , UT
KARL G MAESER PREPARATORY ACADEMY , UT
LAKEVIEW ACADEMY , UT
LEGACY PREPARATORY ACADEMY , UT
LIBERTY ACADEMY , UT
LINCOLN ACADEMY , UT
LOGAN SCHOOL DISTRICT , UT
MARIA MONTESSORI ACADEMY , UT
MERIT COLLEGE PREPARATORY ACADEMY , UT
MILLARD SCHOOL DISTRICT , UT
MOAB CHARTER SCHOOL , UT
MONTICELLO ACADEMY , UT
MORGAN SCHOOL DISTRICT , UT
MOUNTAINVILLE ACADEMY , UT
MURRAY SCHOOL DISTRICT , UT
NAVIGATOR POINTE ACADEMY , UT
NEBO SCHOOL DISTRICT , UT
NO UT ACAD FOR MATH ENGINEERING & SCIENCE
(NUAMES) , UT
NOAH WEBSTER ACADEMY , UT
NORTH DAVIS PREPARATORY ACADEMY , UT
NORTH SANPETE SCHOOL DISTRICT , UT
NORTH STAR ACADEMY , UT
NORTH SUMMIT SCHOOL DISTRICT , UT
ODYSSEY CHARTER SCHOOL , UT
OGDEN PREPARATORY ACADEMY , UT
OGDEN SCHOOL DISTRICT , UT
OPEN CLASSROOM , UT
OPEN HIGH SCHOOL OF UTAH , UT
OQUIRRH MOUNTAIN CHARTER SCHOOL , UT
PARADIGM HIGH SCHOOL , UT
PARK CITY SCHOOL DISTRICT , UT
PINNACLE CANYON ACADEMY , UT
PIUTE SCHOOL DISTRICT , UT
PROVIDENCE HALL , UT
PROVO SCHOOL DISTRICT , UT
QUAIL RUN PRIMARY SCHOOL , UT
QUEST ACADEMY , UT
RANCHES ACADEMY , UT
REAGAN ACADEMY , UT
RENAISSANCE ACADEMY , UT
RICH SCHOOL DISTRICT , UT
ROCKWELL CHARTER HIGH SCHOOL , UT
SALT LAKE ARTS ACADEMY , UT
SALT LAKE CENTER FOR SCIENCE EDUCATION, UT
SALT LAKE SCHOOL DISTRICT , UT
SALT LAKE SCHOOL FOR THE PERFORMING ARTS,
UT
SAN JUAN SCHOOL DISTRICT , UT
SEVIER SCHOOL DISTRICT , UT
SOLDIER HOLLOW CHARTER SCHOOL , UT
SOUTH SANPETE SCHOOL DISTRICT , UT
SOUTH SUMMIT SCHOOL DISTRICT , UT
SPECTRUM ACADEMY , UT
SUCCESS ACADEMY , UT
SUCCESS SCHOOL , UT
SUMMIT ACADEMY , UT
SUMMIT ACADEMY HIGH SCHOOL , UT
SYRACUSE ARTS ACADEMY , UT
THOMAS EDISON - NORTH , UT
Requirements for National Cooperative Contract
TIMPANOGOS ACADEMY , UT
TINTIC SCHOOL DISTRICT , UT
TOOELE SCHOOL DISTRICT , UT
TUACAHN HIGH SCHOOL FOR THE PERFORMING
ARTS , UT
UINTAH RIVER HIGH , UT
UINTAH SCHOOL DISTRICT , UT
UTAH CONNECTIONS ACADEMY , UT
UTAH COUNTY ACADEMY OF SCIENCE , UT
UTAH ELECTRONIC HIGH SCHOOL , UT
UTAH SCHOOLS FOR DEAF & BLIND , UT
UTAH STATE OFFICE OF EDUCATION , UT
UTAH VIRTUAL ACADEMY , UT
VENTURE ACADEMY , UT
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NOTICE OF SOLICITATION
SOLICITATION # 2018011
September 20, 2017
REQUEST FOR PROPOSAL FOR: INFORMATION TECHNOLOGY SOLUTIONS & SERVICES PROPOSAL DUE DATE AND TIME: October 23, 2017 – 3:00 P.M. LOCAL ARIZONA TIME Notice is hereby given sealed proposals will be received by the Purchasing Division, City of Mesa, Mesa City Plaza, 20 East Main Street, Suite #400, Mesa, Arizona 85201, until the date and time cited above. Proposals received by the correct date and time will be opened publicly and read aloud by the Purchasing Division’s Procurement Administrator (or designated representative).
Issue Request for Proposals September 20, 2017
Pre-Proposal Conference (Optional) October 3, 2017 – 10:00 am local Arizona time Questions due from Proposers October 6, 2017 – 3:00 pm local Arizona time City of Mesa response to Questions October 12, 2017
Proposal Due Date October 23, 2017 – 3:00 pm local Arizona time VENDOR CONFERENCE / SITE VISIT:
Date and Time: October 3, 2017 – 10:00 a.m. local Arizona time Location: City of Mesa – Mesa City Plaza
20 E Main Street, Conference Room 450 South
Mesa, AZ 85201
Teleconference Number: 480-644-6120; PIN 319405
The conference provides interested parties an opportunity to discuss the City and National IPA's needs and ask questions.
Please read the entire solicitation package and submit the proposal in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the proposal. Proposal envelopes with insufficient postage will not be accepted by the City of Mesa.
Proposals must be in the actual possession of the Purchasing Division Office at the location indicated, on or prior to the exact date and time indicated above. Late submittals shall not be considered under any circumstances.
Questions concerning this solicitation should be directed, IN WRITING, to the following Purchasing contacts or their designees:
Technical Questions: General or Process Questions:
Sharon Brause, CPPO, CPPB, CPCP Cyndi Gonzales
Senior Procurement Officer Procurement Specialist
PHONE: 480-644-2815 PHONE: 480-644-2179
FAX: (480) 644-2655 FAX: (480) 644-2655
[email protected] [email protected]
NOTE: THE CITY OF MESA PUBLISHES ITS SOLICITATIONS, ATTACHMENTS, AND ADDENDA ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS:
http://www.mesaaz.gov/business/purchasing
All vendors wishing to conduct business with the City are required to register and maintain all information used for the notification of solicitation opportunities and issuance of payment in the Vendor Self Service (VSS) system. To register and view additional vendor information, go to http://mesaaz.gov/business/purchasing/vendor-self-service.
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PAGE
NOTICE 1
TABLE OF CONTENTS 2
SECTIONS:
INSTRUCTIONS 3 - 13
SCOPE OF WORK 14 - 18
ATTACHMENTS:
ATTACHMENT A PRICING 19
ATTACHMENT B REQUIRED RESPONSE FORMS 20
(5 pages)
ATTACHMENT C RESPONDENT QUESTIONNAIRE 21
ATTACHMENT D NATIONAL IPA PRINCIPAL PROCUREMENT AGENCY (“PPA”) 22 EXHIBITS:
EXHIBIT 1 DRAFT AGREEMENT 23 - 39
EXHIBIT 2 MAILING LABEL 40
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1. GENERAL: Please read the entire Solicitation package and all attachments before submitting a Response. Responses must be in accordance with the provisions, specifications and instructions set forth herein and will be accepted until the date and time the Response is due.
2. VENDOR QUESTIONS: All questions regarding the contents of this Solicitation, and Solicitation process (including requests for ADA accommodations), must be directed solely to the Procurement Officer or the Purchasing Administrator. Questions should be submitted in writing via letter, fax or email. Questions received after due date and time for vendor questions (October 6th) may be answered at the discretion of the City.
3. INSTRUCTIONS FOR PREPARING AND SUBMITTING RESPONSE: Respondents will have the option to submit their responses either electronically or physically through hard copy response.
Respondents shall provide their Responses in accordance with the following form and content requirements:
ELECTRONIC RESPONSE:
a. Responses shall be submitted through the City of Mesa’s Purchasing Website at http://www.mesaaz.gov/business/purchasing/bid-opportunities under the appropriate solicitation opportunity. Submissions submitted elsewhere or under the wrong solicitation will not be considered.
b. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. c. Responses should be specific to the Solicitation and present details on all requested information in a concise manner.
HARD COPY RESPONSE:
a. Submit one (1) signed original hardcopy of all Response documents along with three (3) copies. Do not use spiral binding or comb binding on Responses or any Response documents. Three-ring binders are preferred for large submissions. b. Submit one (1) flash drive providing all Response documents in PDF, Word, and Excel (utilize Excel only if spreadsheets/graphs/charts are included as a part of the Response). c. All Responses must be signed, sealed and addressed to the Purchasing Division and Respondents shall address all Responses identified with a shipping address, serial number, and title in the following manner:
City of Mesa
Mesa City Plaza - Purchasing Division
20 East Main Street, Suite 400
Mesa, Arizona 85201
RFP No. 2018011 – Information Technology Solutions & Services d. Responses must be signed by an authorized representative of Respondent with the authority to bind Respondent to make such commitments to the City set forth in the Response. e. Responses should be specific to the Solicitation and present details on all requested information in a concise manner.
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4. RESPONSE FORMAT:
Table of Contents. Identify contents by tab and page number TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information:
1. The Respondent’s understanding of the work to be performed.
2. A positive commitment to perform the service within the time period specified.
3. The names of key persons, representatives, project managers who will be the main contacts for the City regarding this Solicitation.
TAB 2 - Program Description AND Method of Approach. Clearly define the services/products offered and Respondent’s method of approach to including, but not limited, to the following criteria:
1. Provide a response to the national program.
a. Include a detailed response to Attachment D, Exhibit A, National IPA Response for National Cooperative contract. Responses should demonstrate a strong national presence, describe how offeror will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and reported to National IPA.
b. The successful offeror will be required to sign Attachment D, Exhibit B, National IPA Administration Agreement. Offerors should have any reviews required to sign the document prior to submitting a response. Offeror’s response should include any proposed exceptions to the National IPA Administration Agreement.
2. Provide a description of the product lines that can be provided by your firm.
3. Provide a description of the services that can be provided by your firm.
4. Provide a detailed description of any programs available for Participating Agencies seeking to set and meet goals for historically underutilized businesses (e.g. minority, woman, veteran, disabled, etc.). Discuss how transactions between offeror and tier one suppliers and Participating Agencies and tier one suppliers will be tracked and accounted for and any quality assurance measures that are in place to assure a high-performance standard for tier one suppliers.
5. Describe how your firm proposes to distribute the products/services nationwide.
6. Identify all subcontractors that will be involved in processing agency orders under this contract and describe their distribution/delivery processes.
7. Provide the number, size and location of your firm’s distribution facilities, warehouses, and retail network as applicable Provide information on the productivity of your facilities and systems as follows:
a. How many orders are processed daily on an average
b. How many devices does your facility configure daily on an average c. What is the highest number of orders processed in a single day d. What is the highest number of devices configured in a single day from the facilities described
8. State any return and restocking policy, and any fees, if applicable associated with returns.
9. Describe your invoicing process. Is electronic invoicing available? Is summary invoicing available? Are there other options on how an agency receives an invoice?
10. Describe your delivery commitment:
a. What is your fill rate guarantee?
b. What are your delivery days?
c. Do you offer next day delivery?
d. How do you facilitate emergency orders?
e. Are shipping charges exempt for ALL who use this contract? f. Describe how problems (such as a customer ordering a wrong product or a customer receiving a defective product; etc.) are resolved.
11. Describe the types of customer service available to agencies that use this contract:
Deleted: materials
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a. Is online support available?
b. Is phone support available?
c. Can agencies request a dedicated service representative and/or a dedicated service team? If a dedicated customer service representative and/or team are assigned, what types of services does the representative/team provide? How do you help the customer manage our account?
d. How are problems resolved?
e. What are the location and hours of your call centers? f. What response time is guaranteed when a customer service request is made? g. Do you measure/track the success of your customer service program? If so, how do you do this, and what are your findings?
h. Describe in detail your company’s ability to hold/warehouse customers’ orders and if there are any cost associated.
12. Describe how your company will assist customers in navigating OEM warranty process.
13. Describe how your firm will notify customers of new products.
14. Describe how your company will assist and support customers when their standardized is reaching EOL (end of life).
15. Describe if technical support questions are handled the same way as a customer service request? If not, describe the type(s) of technical support available, the location of technical support, and the hours of technical support. Is it the intent to use employees of your company or will this be an outsourced function?
16. Describe what other services you offer that would be applicable to this contract (e.g., cloud, services, maintenance, implementation, design, analysis, training, repair, etc.)
17. Describe options for leasing and financing and the various payment methods accepted.
TAB 3 - Pricing Forms. The cost portion of the Response should include the following criteria:
1. Provide price proposal as requested on the Pricing Document (Attachment A – “National” TAB) attached herein. In addition to indicating your proposed discounts on the Price Page, you must also apply those discounts to the sample items listed in the City’s Market Basket listed in Attachment A.
2. Propose and provide details of additional discounts or rebates for volume orders, special manufacturers’ offers, free goods program, total annual spend, etc.
TAB 4 - Qualifications. (Abilities, Experience and Expertise). The following information should be included:
1. Provide a brief history and description of your firm. Discuss firm’s national presence in the IT solutions industry.
2. Provide the total number and location of sales persons employed by your firm.
3. Provide the number and location of support centers (if applicable).
5. Provide Public sector sales figures for 2014, 2015 and 2016 and the percentage mix of hardware, software, and services
6. Please submit your FEIN and Dunn & Bradstreet report.
7. Provide a summarization of your experience in performing work similar to that outlined in this solicitation.
8. Provide a minimum of three references for which your firm has provided the same solution (please include company name, address, contact person, phone number, email address and dates of service). References from other public agencies, particularly municipal governments, are preferred.
9. Provide resumes and three references (preferably from the public sector) for the primary customer service representative(s). Resume(s) shall include their title within the organization, a description of the type of work they would perform, the individuals' credentials, background, years of experience and relevant experience, etc. References should include the contact’s name, phone number, email, position, organization, and the work which the Offeror performed for the reference.
10. Provide information regarding if your organization ever failed to complete any work awarded.
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11. Provide information regarding if your firm, either presently or in the past, has been involved in any litigation, bankruptcy, or reorganization.
TAB 5 – Technology.
1. Describe your website and the ease-of-use for customers to perform the following types of tasks:
a. to search for products
b. to find alternate products (if a certain product is not available) c. to perform side-by-side price comparison of products d. to order products
f. to track order status, to include backordered items
g. to determine when an item was received and who received it h. to restrict/block the ordering of certain line items and to restrict/block the ordering of groups
i. to create approval paths/levels for orders, to include creating an approval path for restricted items
j. to create a “favorites” list or subscribed purchases other personalized list of frequently ordered items
k. to create a “shared” list for an agency to use
l. to obtain online customer service
m. to receive online training
n. to accept credit card payment (and describe the level of data offered; also describe your security measures for credit card orders)
o. to track their budget for purchases
p. to generate reports
2. Describe additional functionality offered by your website. Provide screen shots, a demo “CD/jump drive,” a demo URL, a manual, etc., or any other format that will aid the City in our evaluation of your website.
3. Describe any national awards and/or other recognition that your website has received.
4. Describe the hours your website is available? What are your hours of downtime, such as for system maintenance?
5. Does your website offer real time product availability?
6. How does your company leverage your website to inform customers of the additional savings that may be available.
7. Describe the types of email confirmations that your website generates. What events trigger an email going to the customer?
8. Describe the registration process to set up new customers for your online ordering process.
Is self-registration available? If an agency does not want self-registration, are you available to assist in the registration process?
9. Describe if your website can be customized for an agency’s specific needs, such as placing our logo on your website, associating an agency blanket purchase order number on all orders, creating a bulletin board or other place to display customized messages, displaying approved configurations, naming certain fields (i.e., user defined fields, ability to include budget information), etc.
10. Describe the types of online reporting that are available. Is customized reporting available?
11. Describe your online return process (if available).
12. Describe any third-party integration that you have successfully implemented. For example, is your website integrated with any third-party procurement, financial, or purchasing/credit card systems? Is there a cost for these services?
13. Describe your strategic vision for your website – i.e., Is new functionality expected to be added? If so, describe the functionality and the timeline for implementation. How often is the web redesigned? As technology evolves (for example, new search engines are more robust), does your website evolve, too? Etc.
TAB 6 - Other Forms. The following forms should be completed and signed:
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1. Vendor Information form
2. Exceptions & Confidential Information form
3. General Questionnaire form
4. Lawful Presence Affidavit
5. Respondent Certification form (Offer and Acceptance)
6. Respondent Questionnaire
7. W-9 Form. All responses should include a fully completed, current W-9 form. Failure to include the W-9 will not disqualify your response, however the W-9 must be submitted to the City prior to the execution of any contract pursuant to this Solicitation. (http://www.irs.gov/pub/irs-pdf/fw9.pdf)
5. RESPONSE CHECKLIST: This checklist is provided for your convenience. It is not necessary to return a copy with your Response. Only submit the requested forms and any other requested or descriptive literature.
Response will be sent in time to be received by City before Response due date and time.
Original and proper number of copies submitted
Response container properly labeled
Pricing, math double-checked, form completed and included (Attachment A) Required Response Forms completed and included (Attachment B) Respondent Questionnaire form completed and included (Attachment C) Response to a National Program (Attachment D)
W-9 Request for Taxpayer Identification Number and Certification form completed and included (http://www.irs.gov/pub/irs-pdf/fw9.pdf)
Warranty information, as applicable
6. ADDENDA: Any changes to the solicitation document will be in the form of an addendum.
Addenda are posted on the City website. Contractors are cautioned to check the Purchasing Website or the Self-Service portal for addenda prior to submitting their Response. The City will not be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City and Contractors are cautioned not to rely on any such changes. Failure to acknowledge receipt of an addendum may result in disqualification of a Response.
7. RESPONSE OPENING: The City will open all Responses properly and timely submitted, and will record the names and other information specified by law and rule. No responsibility will attach to the City of Mesa, its employees or agents for premature opening of a Response that is not properly addressed and identified. All Responses become the property of the City and will not be returned except in the case of a late submission. Results, as read at the public opening, will be posted on the City website. Responses will be available to the public in accordance with the City Procurement Rules.
8. LATE RESPONSES: The Respondent assumes responsibility for having the Response delivered on time at the place specified. All Responses received after the Response Due date and time shall not be considered and will be returned unopened to the Respondent. The Respondent assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Mesa, or any private courier, regardless whether sent by mail or by means of personal delivery. Respondents must allow adequate time to accommodate all registration and security screenings at the delivery site; a valid photo I.D. may be required. It shall not be sufficient to show that Respondent mailed or commenced delivery before the due date and time as the Response must be received by the City prior to the specified date/time. All times are Mesa, Arizona local times. Respondents agree to accept the time stamp in the City Purchasing Office as the official time.
9. RESPONSE FIRM TIME: Responses shall remain firm and unaltered after opening for 180 Days unless the time is extended or amended as agreed upon Respondent and the City. Examples of where an extension or amendment may be necessary include, but are not limited to: (i) contract negotiations with selected Respondent; (ii) submission of a Best and Final Offer by Respondent;
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(iii) City needing additional time to review responses. The City may accept the Response, subject to successful contract negotiations, at any time during this period.
10. LOBBYING PROHIBITION: Any communication regarding this Solicitation for the purpose of influencing the process or the award, between any person or affiliates seeking an award from this Solicitation and the City including, but not limited to, City Council, City employees, and consultants hired to assist the City in the Solicitation, is prohibited.
This prohibition is imposed from the time of the first public notice of the Solicitation until the City cancels the Solicitation, rejects all Responses, awards a contract, or otherwise takes action which ends the Solicitation process. This section shall not prohibit public comment at any City Council meeting, study session, or City Council committee meeting.
This prohibition shall not apply to Respondent-initiated communication with the contact(s) identified in the Solicitation or City-initiated communications for the purposes of conducting the procurement including, but not limited to, vendor conferences, clarification of Responses, presentations if provided pursuant to the Solicitation, requests for Best and Final Responses (as set forth in the City Procurement Rules), contract negotiations, protest/appeal resolution, or surveying nonresponsive vendors.
Violations of this provision shall be reported to the Purchasing Administrator. Persons violating this prohibition may be subject to a warning letter or rejection of their Response depending on the nature of the violation.
11. LAWFUL PRESENCE IN THE UNITED STATES: Arizona Revised Statutes § 1-501 and § 1-502 require all persons who will be awarded a contract (a Public Benefit as defined in 8 USC Section 1621) must demonstrate they are lawfully present in the United States. Person under the statute is defined as a natural person and therefore excludes Limited Liability Companies, Corporations, Partnerships, or other similar types of business entities as indicated on a W-9 form.
Individuals (natural persons) or Sole Proprietorships must complete the affidavit in the “Required Response Forms” section of this Solicitation. Respondents that fail to provide a completed affidavit and provided the necessary documentation may be deemed non-responsive.
12. COMMENCEMENT OF WORK: If a Respondent begins any billable work prior to the City’s final approval and execution of the contract, Respondent does so at its own risk.
13. RESPONSIBILITY TO READ AND UNDERSTAND: Failure to read, examine and understand the Solicitation and any of its addenda will not excuse any failure to comply with the requirements of the Solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. The City is not responsible for and will not pay any costs associated with the preparation and submission of a Response. Respondents are cautioned to verify their Responses before submission, as amendments to or withdrawal of Responses submitted after time specified for opening of Responses may not be considered. The City will not be responsible for any Respondent errors or omissions.
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14. FORM AND CONTENT OF RESPONSES: Responses may be submitted on-line (if the option is indicated), mailed or hand-delivered. E-mail or fax submissions will not be accepted. Unless otherwise instructed or allowed, Responses shall be submitted on the forms provided. An original and the designated number of copies of each Response are required. Responses, including modifications, must be submitted in ink, typed, electronically, or printed form and signed by an authorized representative of the Respondent. Please line through and initial rather than erase changes. Any modifications to the Solicitation must be identified in the “Exceptions” section of the required response forms. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the Response as nonresponsive. The City reserves the right at its sole discretion to negotiate exceptions with a Respondent. If the Response is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that Responses be submitted on disk, flash drive, or through electronic means. The Response must provide all information requested and must address all points set forth in the Solicitation.
15. SPECIFICATIONS: Technical specifications define the minimum acceptable standard. When the specification calls for “Brand Name or Equal,” the brand name product is acceptable. The use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. If a Respondent wishes to provide a material or service that is not the brand name, the equivalent material or service must meet the standard of quality of the brand name product, which is determined at the City’s sole discretion. Equivalent products will be considered upon showing the other product meets stated specifications and is equivalent to the brand name product in terms of quality, performance and desired characteristics. Products that are substantially equivalent to those brands designated will qualify for consideration.
Minor differences that do not affect the suitability of the supply or service for the City’s needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the Respondent. The City reserves the right to reject Responses that the City deems unacceptable for any reason.
16. MODIFICATION/WITHDRAWAL OF RESPONSE: Written requests to modify or withdraw a Response received by the City prior to the scheduled opening time for Responses will be accepted and will be corrected after the Response due date and time. No oral requests will be allowed.
Requests must be addressed and labeled in the same manner as the Response and marked as a MODIFICATION or WITHDRAWAL of the Response. Requests for withdrawal after the Response Due date and time will only be granted upon proof of undue hardship and may result in the forfeiture of any Response security. Any withdrawal after the Response due date and time shall be allowed solely at the City’s discretion.
17. DEBARMENT DISCLOSURE: If the Respondent has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government or agency, or if any such preclusion from participation from any public procurement activity is currently pending, the Respondent shall include a letter with its Response identifying the name and address of the governmental unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances must be provided by the Respondent, including the details enumerated above. A Response from a Respondent who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. Failure of a Respondent to disclose a debarment or suspension in accordance with this Section may result in the Response being disqualified for award of the Solicitation.
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18. RESERVATIONS: The City reserves the right to reject any or all Responses or any part thereof; to re-issue the Solicitation; to reject non-responsive or non-responsible Responses; to reject unbalanced Responses; to reject Responses where the terms, prices, or awards are conditioned upon another event; to reject individual Responses for failure to meet any requirement; to award by item, part or portion of an item, group of items, geographical region or total; to make multiple awards; to waive minor irregularities, defects, omissions, informalities, technicalities or form errors in any Response; to conduct exclusive or concurrent negotiations of any terms, conditions, or exceptions taken by a Respondent or the terms of any agreement/document a Respondent would require the City to sign should Respondent be awarded a contract; and to reject Responses that are outside the City’s budgeted amount for the products or services that are the subject of the Solicitation. The City may seek clarification of the Response from Respondent at any time, and failure to respond is cause for rejection. Submission of a Response confers no right to an award or to a subsequent contract. The City is charged by its Charter to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City’s discretion and made to favor the City. No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order.
19. EXCEPTIONS TO A SOLICITATION: Changes to the Solicitation document requested by a Respondent may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification in the Solicitation unless specifically acknowledged and agreed to by the City. The copy of the Solicitation, including all addenda, maintained and published by the City shall be the official Solicitation document. Any exception to the Solicitation must be set forth in the “Exceptions” portion of the Response; any exceptions not indicated in the “Exceptions” portion of the Response will be deemed rejected by the City, void and of no contractual significance. The City reserves the right to: (i) reject any or all exceptions requested by a Respondent; (ii), determine a proposal non-responsive due to the exception(s) made by Respondent; (iii) enter into negotiations with a Respondent regarding any of the Respondent’s exceptions; (iv) adjust points from the Respondent’s score in the applicable evaluation criteria category or categories; or (v) accept any or all of a Respondent’s exceptions.
20. COPYING OF RESPONSES: The Respondent hereby grants the City permission to copy all parts of its Response including, without limitation, any documents and/or materials copyrighted by the Respondent. The City’s right to copy shall be for internal use in evaluating the Response.
21. CONTRACTOR ETHICS: Contractors doing business with the City shall adhere to the Procurement Ethics Standards, Article 7 of the Procurement Rules. It is the policy of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. The failure of a Respondent or Contractor to meet the ethical standards may result in the disqualification of award under the Solicitation or the termination of a contract with the City.
To achieve the purpose of this Section, it is essential Respondents and Contractors doing business with the City observe the ethical standards prescribed herein and in the City Charter, Code Procurement Rules and Management Policy 200. It shall be a breach of ethical standards to:
a. Exert any effort to influence any City official, employee or agent to breach the standards of ethical conduct.
b. Intentionally invoice any amount greater than provided in a contract or to invoice for products or services not provided.
c. Intentionally offer or provide sub-standard products or services or to intentionally not comply with any term, condition, specification or other requirement of a City contract.
22. GIFTS: The City will accept no gifts, gratuities or advertising products from Respondents or prospective Respondents and affiliates. The City may request product samples from Respondents solely for the purpose of product evaluation.
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INSTRUCTIONS
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23. EVALUATION PROCESS: Responses will be reviewed by a screening committee comprised of City employees and/or any agents authorized by the City to participate in the evaluation. City staff may initiate discussions with Respondents for clarification purposes; however, a request for clarification is not an opportunity for a Respondent to change the Response. A request for clarification from a Respondent does not guarantee clarification will be requested from any other Respondents. Respondents shall not initiate discussions with any City employee, agent or official as set forth in the Lobbying section of these instructions including, but not limited to, members of the evaluation committee.
24. PRESENTATIONS/INTERVIEWS: The City reserves the right to conduct interviews which may include a demonstration of the supplier’s website with some or all of the offerors at any point during the evaluation process. However, the City may determine that interviews are not necessary. In the event interviews are conducted, information provided during the interview process shall be taken into consideration when evaluating the stated criteria. The City shall not reimburse the offeror for the costs associated with the interview process.
25. SHORT-LISTING: The City, at its sole discretion, may create a short-list of the highest scored Responses based on a preliminary evaluation of the Responses against the evaluation criteria.
Only those short-listed Respondents will be invited to give presentations/interviews. Upon conclusion of any presentations/interviews, the City will finalize the scoring against the evaluation criteria.
26. ADDITIONAL INVESTIGATIONS. The City reserves the right to make such additional investigations as it deems necessary to establish the competence and financial stability of any offeror submitting a proposal.
27. PRIOR EXPERIENCE. Experiences with the City and entities that evaluation committee members represent and that are not specifically mentioned in the solicitation response may be taken into consideration when evaluating offers.
28. BEST AND FINAL OFFERS: The City may request Best and Final Offers if the City deems necessary and the City will determine the scope and subject of any Best and Final request.
Respondents should not expect the City will always ask for Best and Final Offers. Therefore, all Respondents must submit their best offer based on the specifications, terms and conditions in the Solicitation.
29. CRITERIA FOR EVALUATION AND AWARD:
a. The criteria that will be evaluated and their relative weights are:
Evaluation Criteria Points
Firm’s Proposed Solution
Information provided or referenced by Respondents in response to the Solicitation. Sources of information to be evaluated include, but are not limited to, as applicable, Responses, presentations, interviews, and Best and Final Offers.
500
Firm’s Qualifications & Experience
Information pertaining to the quality of work, accomplishments, skill, and knowledge regarding a Respondent’s suitability for award. Information can come from any source including, but not limited to, Responses, Best and Final Offers, references, publicly or privately available information, and the City’s experience with a Respondent.
300
Firm’s Proposed Pricing
Pricing will be evaluated based on the below criteria. 200
INSTRUCTIONS
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The City has provided various sample items on the City of Mesa Market Basket Pricing (See Attachment A – “Pricing”) for pricing evaluation purposes. Suppliers are encouraged to provide pricing on as many items as possible.
Full Market Basket pricing will be evaluated based on the below equation:
Lowest Proposal Cost
Proposal Cost being evaluated X Price Points Possible = Pricing Score b. If less than three (3) Responses to a Solicitation are deemed responsive by the City, at the City’s sole discretion, the Responses may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements.
c. Each Response will be evaluated based upon responsiveness and responsibility criteria. A failure to meet responsiveness or responsibility criteria will render a Respondent ineligible for award of a contract under the Solicitation.
1. Responsiveness. The City will determine whether the Response complies with the instructions for submitting a Response set forth in the Solicitation (i.e. the completeness of the Response which encompasses the inclusion of all required attachments and submissions). Responsiveness will also be examined as it pertains to items set forth in this Solicitation that state a Respondent may be deemed non-responsive based upon the content of their Response. The City will reject any Responses that are submitted late.
Failure to meet any requirements in the Solicitation may result in rejection of a Response as non-responsive.
2. Responsibility. The City will determine whether a Respondent is one with whom the City should do business. Factors the City may evaluate to determine responsibility include, but are not limited to: an excessively high or low priced Response; past performance under any agreement with the City; references from any source including, but not limited to, those found outside the references listed in the Response and City employees, agents or officials who have experience with the Respondent; compliance with applicable laws; Respondent’s record of performance and integrity (e.g. has the Respondent been delinquent or unfaithful to any contract with the City, whether the Respondent is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified). A Respondent must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet or any generally available industry information to evaluate the Respondent. The City reserves the right to inspect and review Respondent’s facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in Respondent being deemed non-responsible.
d. As a part of the Response, Respondents are requested to provide references. The City reserves the right to: (1) Not contact any or all of a Respondent’s references as the City may evaluate reference information provided in a Response; (2) Contact references not included in a Respondent’s Response; and (3) Utilize as a reference City staff members who have experience with a Respondent. As references may not be contacted, Respondents are encouraged to provide as much detail as possible in Attachment C (Respondent Questionnaire).
30. COST JUSTIFICATION: In the event only one Response to the Solicitation is received, the City may require the Respondent submit a cost offer in sufficient detail for the City to perform a cost/price analysis to determine if the Response price is fair and reasonable.
31. CONTRACT NEGOTIATIONS AND ACCEPTANCE: Respondent must be prepared for the City to accept the Response as submitted. If Respondent fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not
INSTRUCTIONS
2018011 Page 13 of 41
result in an acceptable agreement, the City may reject the Response or revoke the award, and may begin negotiations with another Respondent. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the Respondent and the City until the City executes a written contract or purchase order.
32. NOTICE OF INTENT TO AWARD: Notices of the City’s intent to award a contract are posted to the Purchasing Division’s website before 6:00 PM local time on Wednesdays. If Wednesday is a holiday observed by the City, notice will be posted on Tuesday.
It is the Respondent’s responsibility to check the City of Mesa Purchasing website at http://mesaaz.gov/business/purchasing to view Purchasing’s Intent to Award notices. This is the only notification you will receive regarding the City’s Intent to Award a contract related to this Solicitation.
33. PROTESTS AND APPEALS: If a Respondent or any person believes there is a mistake, impropriety, or defect in the Solicitation, believes the City improperly rejected its Response, or believes the selected Response should not receive the City contract based upon a fact supported issue with the Solicitation or selected Respondent or otherwise protests the award to the Respondent, the Respondent may submit a written protest. All protests and appeals are governed by the City Procurement Rules (“Procurement Rules”). The rules surrounding protests and appeals may be found in Section 6 of the Procurement Rules which are located on the Purchasing Division website at http://mesaaz.gov/business/purchasing. Please see the Procurement Rules for more information on the submission of a protest and corresponding appeal rights; if there exist any discrepancy in this Section and the Procurement Rules, the language of the Procurement Rules will control.
ADDRESS PROTESTS TO: ADDRESS APPEALS TO:
Matt Bauer Edward Quedens
Procurement Administrator Chief Procurement Officer
20 East Main Street, Suite 400 20 East Main Street, Suite 450 PO Box 1466 PO Box 1466
Mesa, Arizona 85211-1466 Mesa, Arizona 85211-1466
Fax: (480) 644-2655 Fax: (480) 644-2687
Email: [email protected] Email: [email protected]
34. POLICY DOCUMENTS: The City of Mesa Charter, Code, Procurement Rules and Management Policy 200 govern this procurement and are incorporated as a part of this Solicitation by this reference. A copy of these documents may be found on Mesa Purchasing Division’s website at www.mesaaz.gov/business/purchasing.
SCOPE OF WORK
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This Scope of Work and the Technical Requirements will be compiled into any resulting contract as Exhibit A.
1. INTENT. The City of Mesa (the “City”) is requesting proposals from firms qualified to provide Information Technology Solutions and Services to be delivered to various locations throughout the City. Requirements and qualifications are defined in detail in the following Scope of Work and Technical Requirements Sections of this Request for Proposal (RFP).
2. NATIONAL CONTRACT REQUIREMENTS. The City, as the Principal Procurement Agency, as defined in Attachment D, has partnered with the National Intergovernmental Purchasing Alliance Company (“National IPA”) to make the resultant contract (also known as the “Master Agreement” in products distributed by National IPA) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through National IPA’s cooperative purchasing program. The City of Mesa is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with National IPA as a Participating Public Agency in National IPA’s cooperative purchasing program. Attachment D contains additional information on National IPA and the cooperative purchasing agreement.
National IPA is a channel partner with, Vizient (formally, Novation). Together we leverage over $100 billion in annual supply spend to command the best prices on products and services. With corporate, pricing and sales commitments from the Supplier, National IPA provides marketing and administrative support for the Supplier that directly promotes the Supplier’s products and services to Participating Public Agencies though multiple channels, each designed to promote specific products and services to Public Agencies on a national basis. Public Agencies benefit from pricing based on aggregate spend and the convenience of a contract that has already been advertised and competed. The Supplier benefits from a contract that allows Participating Public Agencies to directly purchase goods and services without the Supplier’s need to respond to additional competitive solicitations. As such, the Supplier must be able to accommodate a nationwide demand for services and to fulfill obligations as a nationwide Supplier and respond to the National IPA documents Attachment D.
The City anticipates spending approximately $10 million over the full potential Master Agreement term for IT Solutions. While no minimum volume is guaranteed to the Supplier, the estimated annual volume of IT Solutions purchased under the Master Agreement through National IPA is approximately $500 million. This projection is based on the current annual volumes among the City, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through National IPA, and volume growth into other Public Agencies through a coordinated marketing approach between the Supplier and National IPA.
3. MINIMUM REQUIREMENTS. Offerors should be able to meet the following minimum qualifications:
a) A full range of information technology solution products and services to meet varying requirements of governmental agencies.
b) Have a strong national presence as a computer solutions provider. c) Have a distribution model capable of delivering products, free of charge, in a timely manner on a nationwide basis.
d) Have a demonstrated sales presence.
e) Ability to provide a toll-free telephone and state of the art electronic facsimile and internet ordering and billing capabilities.
f) Be able to meet the minimum requirements of the cooperative purchasing program detailed herein.
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SCOPE OF WORK
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4. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Supplier is through the following:
a) Online
b) Telephone
b) Fax
c) Email
5. DELIVERY REQUIREMENT. Supplier agrees to deliver all products to the desktop of the ordering customer be delivered F.O.B. destination, freight pre-paid and added, and allowed to various locations throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited shipping or other special delivery requirements. In many cases within the City, the Supplier may be asked to deliver all goods to the front counter within a given department. This is the City of Mesa requirement and other participating agencies may have other delivery requirements.
6. SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories:
a) Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Suppliers that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo and Toshiba. b) Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, internet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. c) High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work. Product will include the operating system license, software media and documentation in the hardware shipment. d) Laptop Computer or Notebook: These will be used by traveling or remote access user for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment.
e) Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, pointto-point wireless access, optics, media interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include home office, small and medium business, and enterprise. Suppliers may include, but not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems. f) Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements.
g) Computer and Network Products and Peripherals: Complete availability of major manufacturers product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, keyboards, drives, memory cards, cables, batteries, etc.
SCOPE OF WORK
2018011 Page 16 of 41
h) Services: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, services which are related to the design, use or operation of the products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc.
Note: All hardware should come assembled. For example, if extra memory, additional drives or peripherals are ordered, the Supplier must install them unless the Participating Agency request they not be installed. Supplier shall provide these assembly and installation services as stated in applicable order and additional terms and fees may apply. i) Comprehensive Product Offering: Offeror’s complete catalog and services offered shall be available. Each offeror awarded a contract under this solicitation may offer their complete product and service offering. Pricing for products and services must be entered on the appropriate section of the Price Page. The City reserves the right to accept or reject any or all items offered. j) Financing: Options available such as lease programs and conditional sales contracts.
7. LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement (“EULA”) as required by manufacturers.
8. AWARD. It is the City’s intention that a single or limited number of awards will be made under this solicitation however at the City’s sole discretion, the City may consider multiple awards (See “Reservations”).
9. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the Supplier as permitted under the manufacturers return policy and Supplier’s Return Policy found at www.shi.com/returnpolicy. In any event, the OEM's policies (which may include processing as a warranty claim) will apply. Supplier will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City.
10. TERM. This solicitation is for awarding a purchasing contract to cover an initial five (5) year term. An estimated initial term of January 1st, 2018 through December 31st, 2022, not including any extensions or renewals subject to the terms of the Agreement. If the commencement of performance is delayed because the City does not execute the Agreement at this start date, the City may adjust the start date, end date and any milestones to reflect the delayed execution.
The parties agree any job orders, project agreements or maintenance agreements executed against Contract during the effective term may survive beyond the expiration of said Contract as established and agreed to in writing, by both parties.
11. RENEWALS. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2) one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term.
12. EXTENSIONS. Upon the expiration of the Term of the Agreement, including any renewals permitted herein, at the City’s sole discretion the Agreement may be extended for a maximum of six (6) months to allow for the City’s procurement processes in the selection of a Supplier to provide the services/products under this Agreement. The City intends to notify the Supplier in writing of its desire to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term.
13. PRICING. Suppliers shall provide a price in the format of a minimum percentage discount off a verifiable price index. Suppliers may submit discounts for various manufacturers. At the time of purchase, suppliers may offer deeper discounts beyond the discounted price list, based on volume or other factors, as Deleted: The cost of transportation, unpacking, inspection, re-packing, re-shipping or other like expenses shall be paid by the Supplier. All replacement products must be received by the City within seven (7) days of initial notification.
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SCOPE OF WORK
2018011 Page 17 of 41
applicable. Minimum discounts will remain firm during the entirety of the initial term of the Contract, unless the Supplier requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). Also, the “technology marketplace” is one of rapid change, with new products and revisions coming into the marketplace on a regular basis, it is required that a verifiable pricing formula or guaranteed discount matrix be included with response. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Supplier may conduct sales promotions involving price reductions for a specified lesser period. In the event a product is discontinued, Supplier will provide a product of the same or greater functionality, utilizing the proposed discount structure.
Price discounts will be evaluated by applying the Supplier’s discount to the prices listed on the verifiable price index.
It is the Supplier’s responsibility to provide the City with an up-to-date price list for the duration of the contract.
a) Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and include all costs of the Supplier providing the products/service including transportation and delivery insurance. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement.
The Supplier further agrees that any reductions in the price of the products or services covered by this Agreement will apply to the undelivered balance. The Supplier shall promptly notify the City of such price reductions.
No price modifications will be accepted without proper request by the Supplier and response by the City’s Purchasing Division.
b) Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or services must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Supplier should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Supplier’s actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change.
During the sixty (60) day period prior to Contract term expiration date of the Agreement, the Supplier may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. c) Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial Term. If the Agreement is renewed in accordance with Section 13, pricing may be adjusted for amounts other than inflation that represent actual costs to the Supplier based on the mutual agreement of the parties. The Supplier may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Supplier. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section. There is no guarantee the City will accept a price adjustment.
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Deleted: and warranty costs
Commented [PB1]: Warranty coverage is provided by the
manufacturer (OEM) and not SHI. The manufacturers
standard warranties apply unless the customer wishes to purchase extended warranty.
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SCOPE OF WORK
2018011 Page 18 of 41
14. TYPES AND AMOUNTS OF INSURANCE. Insurance requirements are detailed in the Agreement document. Supplier must obtain and retain throughout the term of the Agreement, at a minimum, the following:
a. Worker’s compensation insurance in accordance with the provisions of Arizona law. If Supplier operates with no employees, Supplier must provide the City with written proof Supplier has no employees. If employees are hired during the course of this Agreement, Supplier must procure worker’s compensations in accordance with Arizona law. b. The Supplier shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement. c. Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos.
Prior to the execution of the Contract, the Supplier shall provide the City with a Certificate of Insurance (using appropriate ACORD certificate) SIGNED by the Issuer, applicable endorsements, and the City reserves the right to request additional copies of any or all of the above policies, endorsements, or notices relating thereto.
When the City requires a Certificate of Insurance to be furnished, the Supplier's insurance shall be primary of all other sources available. When the City is a certificate holder, the Supplier agrees that no policy shall expire, be canceled or materially changed to affect the coverage available without advance written notice to the City.
“Waiver of Subrogation". The policies required by this agreement (or contract) shall contain a waiver of transfer rights of recovery (subrogation) against City, its agents, representatives, directors, elected officials, officers, employees, and volunteers for any claims arising out of the work of Supplier where permitted by law.”
All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Manager.
ATTACHMENT A
PRICING
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Offerors must utilize the below document when responding to this solicitation and return the document in an Excel format with their proposal.
2018011 Pricing.xlsx
ATTACHMENT B
REQUIRED RESPONSE FORMS
2018011 Page 20 of 41
Solicitation Required
Response Forms.docx
ATTACHMENT C
RESPONDENT QUESTIONNAIRE
2018011 Page 21 of 41
Respondent Company Name/ DBA:
Years in business providing similar services:
Contractor’s License No(s): Type:
(Submit a copy with the Response)
Number of employees at location that would serve under a contract from the Solicitation:
Provide names, contact and telephone numbers of three (3) organizations that have received similar services from your company. At least one reference should be comparable in size to the City’s proposed contract.
Firm/Government Agency Name:
Contact Person: Phone:
Address: Fax:
E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:
Firm/Government Agency Name:
Contact Person: Phone:
Address: Fax:
E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:
Firm/Government Agency Name:
Contact Person: Phone:
Address: Fax:
E-Mail Address:
$ Value of Work, Supplies/Services and Dates Provided:
List any other information which may be helpful in determining your qualifications for a potential contract:
ATTACHMENT D
NATIONAL IPA PRICIPAL PROCUREMENT AGENCY (“PPA”)
2018011 Page 22 of 41
Attachment D
PPA.docx
EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 23 of 41
AGREEMENT PURSUANT TO SOLICITATION
CITY OF MESA AGREEMENT NUMBER 2018011
INFORMATION TECHNOLOGY SOLUTIONS & SERVICES
CITY OF MESA, Arizona (“City”)
Department Name City of Mesa – Purchasing Division
Mailing Address P.O. Box 1466
Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 400
Mesa, AZ 85201
Attention Sharon Brause, CPPO, CPPB, CPCP
Senior Procurement Officer
E-Mail [email protected]
Phone (480) 644-2815
Fax (480) 644-2655
AND
COMPANY NAME, (“Contractor”)
Mailing Address
Delivery Address
Attention NameAndTitle
E-Mail
Phone
Fax
EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 24 of 41
CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION
This Agreement pursuant to solicitation (“Agreement”) is entered into this ___ day of ______________, 2017, by and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and SHI International Corp, a(n) New Jersey corporation/ (“Contractor”). The City and Contractor are each a “Party” to the Agreement or together are “Parties” to the Agreement.
RECITALS
A. The City issued solicitation number 2018011 (“Solicitation”) for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response (“Response”); and B. The City Selected Contractor’s Response as being in the best interest of the City and wishes to engage Contractor in providing the Services/Products described in the Solicitation and Response.
C. “Services” means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order.
D. “Products” means collectively third party software, computer peripherals, computer hardware, and associated IT services provided by third parties or Contractor, as the case may be.
E. “Order” means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order placed by the City employee to Contractor utilizing the City’s corporate procurement card or the City’s written or electronic form of purchase requisition.
In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions.
TERMS & CONDITIONS
1. Term. This Agreement is for a term beginning on January 1, 2018 and ending on December 31, 2022.
The use of the word “Term” in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1.
1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2) one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term.
1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City’s sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City’s procurement processes in the selection of a Contractor to provide the Services/Products provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term.
1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30) days after receipt of an Order.
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Deleted: State
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EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 25 of 41
2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources to provide the City with the ServicesProducts, and obligations attached to this Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor’s personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work.
3. Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement Contract where multiple as-needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place Orders as permitted under this Agreement
4. Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will control in the following order.
a. Amendments to the Agreement or any mutually agreed upon written agreements made between Contractor and Participating Agencies with conflicting terms to this Agreement where such conflicting terms shall supersede the terms stated herein. b. Agreement
c. Exhibits
1. Mesa Standard Terms & Conditions
2. National IPA Agreement
3. Scope of Work
4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor Response
5. Payment.
5.1 General. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B (“Pricing”) in consideration of Contractor’s performance of the Scope of Work during the Term.
6. Pricing. Contractors shall provide a price in the format of a minimum percentage discount off a verifiable price index. Contractor may submit discounts for various manufacturers. At the time of purchase, Contractor may offer deeper discounts beyond the discounted price list, based on volume or other factors, as applicable. Minimum discounts will remain firm during the entirety of the initial term of the Contract, unless the Contractor requests to increase its discount percentage, and will include all charges that may be incurred in fulfilling requirement(s). Also, the “technology marketplace” is one of rapid change, with new products and revisions coming into the marketplace on a regular basis, it is required that a verifiable pricing formula or guaranteed discount matrix be included with response. In addition to decreasing prices for the balance of the Contract term due to a change in market conditions, a Contractor may conduct sales promotions involving price reductions for a specified lesser period. In the event a product is discontinued, Contractor will provide a product of the same or greater functionality, utilizing the proposed discount structure.
Price discounts will be evaluated by applying the Contractor’s discount to the list prices on the verifiable price index.
It is the Contractor’s responsibility to provide the City with an up-to-date price list for the duration of the contract.
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6.1 Prices. All pricing discounts shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement, and include all costs of the Contractor providing the Products/service including transportation, insurance and warranty costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement.
The Contractor further agrees that any reductions in the price of the Products or services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions.
No price modifications will be accepted without proper request by the Contractor and response by the City’s Purchasing Division.
6.2 Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this section. Requests for adjustment in cost of labor and/or Products must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Supplier’s actual expenses or other reasonable adjustment in providing the services/Products under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change.
During the sixty (60) day period prior to Contract term expiration date of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld.
6.3 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial Term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the parties. The Contractor may submit a request for a price adjustment along with appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section. There is no guarantee the City will accept a price adjustment.
6.4 Invoices. Payment will be made to Contractor following the City’s receipt of a properly completed invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the service or material from the Contractor. A properly completed invoice should contain, at a minimum, all of the following:
a. Contractor name, address, and contact information;
b. City billing information;
c. City contract number as listed on the first page of the Agreement; d. Invoice number and date;
e. Payment terms;
f. Date of service or delivery;
g. Description of Products or services provided;
h. If Products provided, the quantity delivered and pricing of each unit; i. Applicable Taxes
j. Total amount due.
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6.5 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the Agreement.
Otherwise; payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available.
6.6 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for products/service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice.
7. Insurance.
7.1 Contractor must obtain and maintain at its expense throughout the term of Contractor’s agreement, at a minimum, the types and amounts of insurance set forth in this Section 6 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts.
7.2 Nothing in this Section 6 limits Contractor’s responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement.
7.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s).
Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary.
7.4 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the term of the Agreement.
7.5 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement.
7.6 When the City requires a Certificate of Insurance to be furnished, Contractor's insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City.
7.7 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and employees for any claims arising out of the work of Contractor, where permitted by law.
7.8 All insurance certificates and applicable endorsements are subject to review and approval by the City's Risk Management Division.
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7.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following:
7.9.1 Worker’s compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker’s compensations in accordance with Arizona law.
7.9.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement.
7.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos.
8. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum).
Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders prior to shipment of the products or provide a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. If the City cancels a purchase order following shipment of the products but prior to delivery, the City shall pay all freight and handling charges for shipment and return shipment of such products to Contractor. All returns shall be made in accordance with Contractor’s Return Policy The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of product, or performance of services. The City reserves the right to purchase contracted items through other sources if determined in the best interests of the City to do so.
9. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C.
10. WARRANTY. Contractor warrants that the services will conform to the requirements of the Agreement.
Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The City’s acceptance of service provided by Contractor will not relieve Contractor from its obligations under this warranty. If any services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide such services until in accordance with this Agreement and to the City’s reasonable satisfaction.
11. PRODUCT WARRANTY.
Contractor is a value added reseller (“VAR”) of products, not the OEM or licensor, and therefore disclaims any warranty responsibility regarding product provided under this Agreement. Contractor shall forward the warranties to the City which are provided to Contractor from the OEM of the product, and to the extent granted by the OEM, the City shall be the beneficiary of the OEM’s warranties with respect to the Product. Contractor is not a party to any such terms between the City and OEM and the City agrees to look solely to the OEM for satisfaction of any and all warranty claims related to that OEM’s Product.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED
HEREUNDER, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXHIBIT 1
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EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF
NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM.
12. Representations of Contractor. To the best of Contractor’s knowledge, Contractor agrees that:
a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor’s undertaking of the relationship with the City; b. Performance of the services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; c. Contractor will not use in the performance of Contractor’s responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and
d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement.
13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions.
14. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought.
15. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control.
Exhibits to this Agreement are the following:
(A) Scope of Work / Technical Specifications
(B) Pricing
(C) Mesa Standard Terms and Conditions
(D) National IPA Agreement
16. Attorneys’ Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney’s fees, court costs, and other litigation related costs and fees from the other Party.
17. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE
TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR EXHIBIT 1
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IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT IN THE CASE OF BREACH OF EACH PARTY’S LIABILITY FOR PERSONAL INJURY/PROPERTY DAMAGE UNDER ARTICLE ENTITLED, “INDEMNIFICATION”, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS
AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED
THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO
CONTRACTOR UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. CUSTOMER ACKNOWLEDGES THAT SUCH
AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
THAT CONTRACTOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
18. Force Majeure
Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties
19. Title, Risk of Loss, Returns
A. Contractor shall transfer to the City good and merchantable title to the Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless notice of rejection is provided to Contractor’s authorized representative within 24 hours after such delivery.
B. All returns of Product shall be made in accordance to Contractor’s Return Policy found at www.shi.com/returnpolicy
20. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement.
21. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement.
By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CITY OF MESA, ARIZONA
By:
Printed Name
Moved (insertion) [1]
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Title
Date
REVIEWED BY:
By:
CONTRACTOR NAME
By:
Printed Name
Title
Date
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EXHIBIT A
SCOPE OF WORK
The Scope of Work / Technical Specifications, National IPA Agreement and Contractor Response will be added here when Agreement is finalized.
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EXHIBIT B
PRICING
Attachment A Pricing will be added here when Agreement is finalized.
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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.
4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties.
6. NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the Products or Services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement.
7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor.
8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement.
9. COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance.
b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will Deleted: City’s
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require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel, and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A) (hereinafter “Contractor Immigration Warranty”).
ii. A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City.
iii.
v. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214 (A).
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. Contractor and Contractor’s personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement.
e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods of services to the City.
10. SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor’s services under this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City.
b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes.
Deleted: The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement to ensure that Contractor or its
subcontractors are complying with the Contractor
Immigration Warranty. Contractor agrees to assist the
City in regard to any such inspections.¶
iv. The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any subcontractor to ensure compliance with the
Contractor Immigration Warranty. Contractor agrees to
assist the City in regard to any random verification
performed.
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11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City.
12. PUBLIC RECORDS. Contractor acknowledges that the City is a public entity, subject to Arizona’s public records laws (A.R.S. § 39-121 et. seq.) and that any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process.
12.1. If Contractor believes document related to the Agreement contains trade secrets or other proprietary data, Contractor must notify the City and include with the notification a statement that explains and supports Contractor’s claim. Contractor also must specifically identify the trade secrets or other proprietary data that Contractor believes should remain confidential.
12.2. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor.
13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any financial records related to the performance of work specified herein once per calendar year. . Contractor will permit such inspections and audits during normal business hours and upon 30 days’ notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City.
14. DEFAULT.
a. A party will be in default if that party:
i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor’s capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or
iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City’s Procurement Rules.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time, provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the nondefaulting party to provide notice of the default does not waive any rights under the Agreement. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written Deleted: In addition, the City may inspect any and all
payroll, billing or other relevant records kept by Contractor in relation to the Agreement
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Deleted: <#>BACKGROUND CHECK. The City may
conduct criminal, driver history, and all other requested background checks of Contractor personnel who would
perform services under the Agreement or who will have
access to the City’s information, data, or facilities in accordance with the City’s current background check
policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any
reasonable cause not prohibited by law.
Deleted: <#>¶
SECURITY CLEARANCE AND REMOVAL OF
CONTRACTOR PERSONNEL. The City will have final
authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity may
provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of
services under this Agreement.
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assurance of its intent and ability to perform. In the event that the demand is made and no written assurance is given within five (5) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement.
15. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default:
a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
16. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement.
17. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in part or in whole upon thirty (30) calendar days’ written notice.
18. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor.
19. TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.
20. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has received Contractor’s properly prepared final invoice.
21. Termination of this Agreement shall not affect the obligations of the City or Contractor under any existing Order issued under this Agreement, and such Order shall continue in effect as though this Agreement had not been terminated, and was still in effect with respect to such Order
22. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies.
23. INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) willful misconduct by Contractor personnel under this Deleted: If the cost of obtaining substitute services
exceeds the contract price, the City may recover the
excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due to
Contractor; (iii) collection against the proposal and/or performance security, if any; (iv) collection against
liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as
provided by law. Costs includes any and all, fees, and
expenses incurred in obtaining substitute services and
expended in obtaining reimbursement, including, but not limited to, administrative expenses, attorneys’ fees, and costs.
Deleted: both completed its appraisal of the materials and services provided and
Deleted: the services provided
EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 38 of 41
Agreement; (ii) any grossly negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with the law in fulfillment of the services under this Agreement. b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services.
f. THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City property, and will at the City’s request and expense, furnish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City in obtaining recovery. g. NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of products or services or any products or services at all under this Agreement and acknowledges and agrees that the products or services will be requested by the City on an as needed basis at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for products or services which exceed its actual needs. h. OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. Notwithstanding the foregoing, Contractor shall retain ownership rights to (1) all of its previously existing intellectual property, including any systems, derivatives, modifications and enhancements thereto, (2) Confidential Information of Contractor, and (3) any tools or scripting applications used, developed or created by Contractor or its third party licensors during the performance of this Agreement. i. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City. j. PROHIBITED ACTS. Pursuant to A.R.S. § 38-504, a current or former public officer or employee within the last twelve (12) months shall not represent another organization before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment or over which they had a substantial or material administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such personnel in the course of his or her official duties at the City.
k. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed.
l. RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of Products or equipment incidental to providing these services and such loss, injury, or destruction of the Products prior to delivery of the Products to the City. Risk of loss shall vest fully in the City after such delivery.
m. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of City personal property when such property is the responsibility of or in the custody of Contractor or its employees.
Deleted:
Deleted: or fulfill the obligations established by this Agreement
Deleted: <#>WARRANTY. Contractor warrants that the
services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and
professional manner. The City’s acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If any materials or services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s
reasonable satisfaction.¶
Unless otherwise agreed, Contractor warrants that
materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with
manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications
Deleted: <#>.¶
Deleted: materials
Deleted: materials
Deleted: materials
Deleted: materials
Deleted: goods
Deleted: will not release Contractor from any obligation hereunder.
EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 39 of 41
n. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything manufactured by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services.
o. CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Administrator and/or an authorized representative from the using department. All questions regarding the contract will be referred to the administrator for resolution. Supplements may be written to the contract for the addition or deletion of services. Payment will be negotiated and determined by the contract administrator(s).
p. .
q. COOPERATIVE USE OF CONTRACT. This contract is available through National IPA to agencies nationwide. The City has also entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies through National IPA or SAVE in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency.
.
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.
The City is not responsible for any disputes arising out of transactions made by others. r. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City’s Purchasing Division.
s. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via email or facsimile.
If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, email or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. t. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona.
The exclusive forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement will be Maricopa County, Arizona.
u. INTEGRATION CLAUSE. This Exhibit C, along with the Master Agreement and including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed.
Deleted: <#>WARRANTY OF RIGHTS. Contractor
warrants it has title to, or the right to allow the City to use, the materials and services being provided and that the City may use same without suit, trouble or hindrance from
Contractor or third parties.
Deleted: <#>¶
Deleted: <#>provided
Moved up [1]: FORCE MAJEURE. Failure by either party
to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable
control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental
regulation. The party whose performance is so affected will within five (5) calendar days of the unforeseeable
circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to
overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure
extend beyond one hundred-twenty (120) calendar days
from the scheduled delivery or completion date of a task unless agreed upon by the parties
Deleted: A contractor, subcontractor or vendor or any
employee of a contractor, subcontractor or vendor who is contracted to provide services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the
person's normal job duties are not likely to result in
independent access to or unsupervised contact with pupils.
A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and
implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct.¶
¶
Additionally, Contractor will comply with the governing body’s fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide services on school district properties until authorized by the school district
Commented [PB11]: We aren’t doing professional services.
Deleted: Agreement
EXHIBIT 1
DRAFT AGREEMENT
2018011 Page 40 of 41
v. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it.
w. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability.
x. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. y. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to Arizona Revised Statutes Sections 1-501 and 1- 502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As the Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes as applicable.
EXHIBIT 2
MAILING LABEL
2018011 Page 41 of 41
CUT ALONG THE LINE AND AFFIX TO THE FRONT OF YOUR PROPOSAL CONTAINER --------------------------------------------------------------------------------------------------------------------------------------------
SEALED PROPOSAL
Submitted by:
Company Name:
Address:
City, State, Zip:
Solicitation # 2018011 INFORMATION TECHNOLOGY SOLUTIONS & SERVICES Due Date: October 23, 2017, at 3:00 p.m. local Arizona time City of Mesa
Attn: Purchasing
20 E. Main St., Suite 400
Mesa, AZ 85201
-------------------------------------------------------------------------------------------------------------------------------------------
96 ATTACHMENTS
Immediately following are documents called out as additional information within our response. D&B Report
List of partners – this is in no way a complete list but an overview of partners that SHI can provide.
D&B REPORT
Live Report : SHI INTERNATIONAL CORP.
D-U-N-S® Number: 61-142-9481
Trade Names: SOFTWARE HOUSE INTERNATIONAL - S H I
Endorsement/Billing Reference: [email protected]
D&B Address
Address 290 Davidson Ave
Somerset, NJ, US - 08873
Phone 732 764-8888
Fax 732-805-0818
Location Type Headquarters
Web www.shi.com
Added to Portfolio: 03/28/2014
Last View Date: 02/09/2016
Endorsement : [email protected]
Company Summary
Currency: Shown in USD unless otherwise indicated
D&B 3-month PAYDEX®
3-month D&B PAYDEX®: 74
Lowest Risk:100;Highest Risk :1
When weighted by amount, Payments to suppliers
average 9 Days Beyond Terms
D&B PAYDEX®
D&B PAYDEX® 73
Lowest Risk:100;Highest Risk :1
When weighted by amount, Payments to suppliers
average 11 days beyond terms
Score Bar
Sales (Revenue) 5,797,204,000 Source: DNB, FISCAL, 12-31-2014 Net Worth 294,433,000 Source: DNB, FISCAL, 12-31-2014
Assets - Total 1,305,888,000 Source: DNB, FISCAL, 12-31-2014 Bankruptcy Found No
Commercial Credit Score 526 Moderate Risk of severe payment delinquency.
Commercial Credit Score
Percentile 69 Moderate Risk of severe payment delinquency.
D&B Viability Rating View More Details
Current Ratio 1.3 Source: DNB, FISCAL, 12-31-2014
Credit Limit - D&B Aggressive 900,000.00 Based on profiles of other similar companies.
PAYDEX® 73 Paying 11 days past due
Commercial Credit Score Class 3 Moderate Risk of severe payment delinquency.
Financial Stress Score Class 2Low to Moderate Risk of severe financial stress.
Credit Limit - D&B Conservative 400,000.00 Based on profiles of other similar companies.
D&B Rating 5A3 5A indicates 50 million and over, Credit appraisal of 3 is fair
Printed By:Akif Nizam
Date Printed:February 26, 2016
1 Commercial Credit Score Class
Commercial Credit Score Class: 3
Lowest Risk:1;Highest Risk :5
D&B Company Overview
This is a headquarters location
Branch(es) or Division(s) exist Y
Chief Executive THAI LEE, CEO
Year Started 1989
Employees 2850 (1400 Here)
Financing SECURED
SIC 7371 , 7374
Line of business Custom computer
programing, data
processing/
preparation
NAICS 541511
History Status CLEAR
Financial Condition FAIR
Financial Stress Score Class
Financial Stress Score Class: 2
Lowest Risk:1;Highest Risk :5
Public Filings
The following data includes both open and closed filings found in D&B's database on this company.
Record Type Number of
Records
Most Recent
Filing Date
Bankruptcies 0 -
Judgments 0 -
Liens 1 01/03/14
Suits 0 -
UCCs 68 08/11/15
The public record items contained herein may have been
paid, terminated, vacated or released prior to todays date.
Corporate Linkage
Subsidiaries (International)
Company City , Country D-U-N-S® NUMBER
SHI INTERNATIONAL CORP Milton Keynes , UNITED KINGDOM 23-041-6559 SHI Canada ULC North York , CANADA 24-362-9057
SHI INTERNATIONAL SAS ISSY LES MOULINEAUX , FRANCE 26-213-9752 Branches (Domestic)
Company City , State D-U-N-S® NUMBER
SHI INTERNATIONAL CORP. TEMPE , Arizona 82-925-3066
SHI INTERNATIONAL CORP. SAN DIEGO , California 82-925-3330 SHI INTERNATIONAL CORP. ATLANTA , Georgia 82-925-3462
SHI INTERNATIONAL CORP. SAN FRANCISCO , California 82-925-3215 SHI INTERNATIONAL CORP. CHICAGO , Illinois 82-925-3769
SHI INTERNATIONAL CORP. MINNEAPOLIS , Minnesota 82-925-3850 SHI INTERNATIONAL CORP. SAINT LOUIS , Missouri 82-925-4023 SHI INTERNATIONAL CORP. DALLAS , Texas 82-925-5251
SHI INTERNATIONAL CORP. HOUSTON , Texas 82-925-5335
SHI INTERNATIONAL CORP. RESTON , Virginia 82-925-5343
SHI INTERNATIONAL CORP. BELLEVUE , Washington 82-925-5475 SHI INTERNATIONAL CORP. TAMPA , Florida 83-240-0621
SHI INTERNATIONAL CORP. SHAWNEE MISSION , Kansas 83-240-0688 SHI INTERNATIONAL CORP. NEEDHAM , Massachusetts 83-240-0803 SHI INTERNATIONAL CORP. DENVER , Colorado 83-240-0662
2 SHI INTERNATIONAL CORP. INDIANAPOLIS , Indiana 83-240-0852 SHI INTERNATIONAL CORP. CHAPEL HILL , North Carolina 17-958-9937 SHI INTERNATIONAL CORP. WAYNE , Pennsylvania 02-958-1868 SHI INTERNATIONAL CORP. DURHAM , North Carolina 07-166-5395 SHI INTERNATIONAL CORP. CROFTON , Maryland 04-235-0384
SHI INTERNATIONAL CORP. REMER , Minnesota 05-845-6218
SHI INTERNATIONAL CORP. EL SEGUNDO , California 07-940-9361 SHI INTERNATIONAL CORP. NEW YORK , New York 07-940-9369 SHI INTERNATIONAL CORP. SOUTHFIELD , Michigan 07-940-9364 SHI INTERNATIONAL CORP. ISSAQUAH , Washington 11-899-4420 This list is limited to the first 25 branches.
For the complete list, Please logon to DNBi and view the Dynamic Family Tree Information.
Branches (International)
Company City , Country D-U-N-S® NUMBER
Software House International NORTH VANCOUVER , CANADA 25-930-0382 SHI International Corp. CENTRAL DISTRICT , HONG
KONG 66-834-4679
Predictive Scores
Currency: Shown in USD unless otherwise indicated
Credit Capacity Summary
This credit rating was assigned because of D&B's assessment of the company's creditworthiness. For more information, see the D&B Rating Key
D&B Rating : 5A3 Financial Strength: 5A indicates 50 million and over Composite credit appraisal: 3 is fair
The Rating was changed on May 5, 2015 because the History of the company is now "Clear ".
Below is an overview of the companys rating history
since 09-28-1999
D&B Rating Date Applied
5A3 05-05-2015
-- 11-26-2014
5A3 08-21-2014
-- 06-12-2014
5A2 05-20-2014
5A3 05-12-2009
5A2 03-16-2009
5A3 05-07-2002
4A3 07-25-2001
4A2 09-28-1999
Sales:
5,797,204,000.00
( Up by 15.9%
from last year )
Number of Employees Total: 2,850 (1400 here)
Worth:
294,433,000
( Up by 15.1%
from last year )
( As of 31-Dec-14)
3 Working
Capital: $253,466,000 ( As of 31-Dec-14)
Payment Activity: (based on 247
experiences)
Average High Credit: 993,122
Highest Credit: 50,000,000
Total Highest Credit: 209,080,850
D&B Credit Limit Recommendation
Conservative credit Limit 400,000
Aggressive credit Limit: 900,000
Risk category for this business : LOW
The Credit Limit Recommendation (CLR) is intended to serve as a directional benchmark for all businesses within the same line of business or industry, and is not calculated based on any individual business. Thus, the CLR is intended to help guide the credit limit decision, and must be balanced in combination with other elements which reflect the individual company's size, financial strength, payment history, and credit worthiness, all of which can be derived from D&B reports.
Risk is assessed using D&Bs scoring methodology and is one factor used to create the recommended limits. See Help for details.
Financial Stress Class Summary
The Financial Stress Score predicts the likelihood of a firm ceasing business without paying all creditors in full, or reorganization or obtaining relief from creditors under state/federal law over the next 12 months. Scores were calculated using a statistically valid model derived from D&Bs extensive data files.
The Financial Stress Class of 2 for this company shows that firms with this class had a failure rate of 0.09% (9 per 10,000), which is lower than the average of businesses in D & B's database
Financial Stress Class : 2 (Lowest Risk:1; Highest Risk:5) Lower than average risk of severe financial stress, such as a bankruptcy or going out of business with unpaid debt, over the next 12 months.
Probability of Failure:
Risk of Severe Financial Stress for Businesses with this Class: 0.09 % (9 per 10,000) Financial Stress National Percentile : 77 (Highest Risk: 1; Lowest Risk: 100) Financial Stress Score : 1526 (Highest Risk: 1,001; Lowest Risk: 1,875) Average Risk of Severe Financial Stress for Businesses in D&B database: 0.48 % ( 48 per 10,000) The Financial Stress Class of this business is based on the following factors:
Low proportion of satisfactory payment experiences to total payment experiences.
High proportion of slow payment experiences to total number of payment experiences.
UCC Filings reported.
High number of inquiries to D & B over last 12 months.
4 Notes:
The Financial Stress Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience financial stress.
The Probability of Failure shows the percentage of firms in a given Class that discontinued operations over the past year with loss to creditors. The Probability of Failure - National Average represents the national failure rate and is provided for comparative purposes.
The Financial Stress National Percentile reflects the relative ranking of a company among all scorable companies in D&Bs file.
The Financial Stress Score offers a more precise measure of the level of risk than the Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.
Norms National
%
This Business 77
Region: MIDDLE ATLANTIC 44
Industry: BUSINESS, LEGAL AND ENGINEERING
SERVICES 52
Employee range: 500+ 61
Years in Business: 26+ 77
This Business has a Financial Stress Percentile that shows:
Lower risk than other companies in the same region.
Lower risk than other companies in the same industry.
Lower risk than other companies in the same employee size range.
Similar risk compared to other companies with a comparable number of years in business.
Credit Score Summary
The Commercial Credit Score (CCS) predicts the likelihood of a business paying its bills in a severely delinquent manner (91 days or more past terms).
The Credit Score class of 3 for this company shows that 5.8% of firms with this class paid one or more bills severely delinquent, which is lower than the average of businesses in D & B's database.
Credit Score Class : 3
Lowest Risk:1;Highest Risk :5
Incidence of Delinquent Payment
Among Companies with this Classification: 5.80 %
Average compared to businesses in D&Bs database: 10.20 % Credit Score Percentile : 69 (Highest Risk: 1; Lowest Risk: 100) Credit Score : 526 (Highest Risk: 101; Lowest Risk:670) The Credit Score Class of this business is based on the following factors:
Proportion of slow payments in recent months
Recent high balance past due
Financial ratios
Proportion of past due balances to total amount owing
Higher risk industry based on delinquency rates for this industry Notes:
The Commercial Credit Score Risk Class indicates that this firm shares some of the same business and financial characteristics of other companies with this classification. It does not mean the firm will necessarily experience severe delinquency.
The Incidence of Delinquent Payment is the percentage of companies with this classification that were reported 91 days past due or more by creditors. The calculation of this value is based on D&B's trade payment database.
The Commercial Credit Score percentile reflects the relative ranking of a firm among all scorable companies in D&B's file.
The Commercial Credit Score offers a more precise measure of the level of risk than the Risk Class and Percentile. It is especially helpful to customers using a scorecard approach to determining overall business performance.
Norms National %
5 This Business 69
Region: MIDDLE ATLANTIC 51
Industry: BUSINESS, LEGAL AND ENGINEERING
SERVICES 43
Employee range: 500-38527 84
Years in Business: 26+ 85
This business has a Credit Score Percentile that shows:
Lower risk than other companies in the same region.
Lower risk than other companies in the same industry.
Higher risk than other companies in the same employee size range.
Higher risk than other companies with a comparable number of years in business.
Trade Payments
Currency: Shown in USD unless otherwise indicated
D&B PAYDEX®
The D&B PAYDEX is a unique, weighted indicator of payment performance based on payment experiences as reported to D&B by trade references.
Learn more about the D&B PAYDEX
Timeliness of historical payments for this company.
Current PAYDEX is 73 Equal to 11 days beyond terms ( Pays more slowly than the average for its industry of 2 days beyond terms ) Industry Median is 79 Equal to 2 days beyond terms
Payment Trend currently is Unchanged, compared to payments three months ago Indications of slowness can be the result of dispute over merchandise, skipped invoices etc. Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.
Total payment Experiences in D&Bs File (HQ) 247
Payments Within Terms (not weighted) 66 %
Trade Experiences with Slow or Negative Payments(%) 42.51% Total Placed For Collection 1
High Credit Average 993,122
Largest High Credit 50,000,000
Highest Now Owing 50,000,000
Highest Past Due 15,000,000
D&B PAYDEX® : 73 (Lowest Risk:100; Highest Risk:1)
When weighted by amount, payments to suppliers average 11 days beyond terms 3-Month D&B PAYDEX® : 74 (Lowest Risk:100; Highest Risk:1) Based on payments collected over last 3 months.
When weighted by amount, payments to suppliers average 9 days beyond terms D&B PAYDEX® Comparison
6 Current Year
PAYDEX® of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Custom computer programing, data processing/preparation , based on SIC code 7371 .
Shows the trend in D&B PAYDEX scoring over the past 12 months. 3/15 4/15 5/15 6/15 7/15 8/15 9/15 10/15 11/15 12/15 1/16 2/16 This Business 73 72 72 72 73 73 73 73 74 74 73 73
Industry Quartiles
Upper 80 . . 80 . . 80 . . 80 . .
Median 79 . . 79 . . 79 . . 79 . .
Lower 72 . . 72 . . 72 . . 71 . .
Current PAYDEX for this Business is 73 , or equal to 11 days beyond terms The 12-month high is 74 , or equal to 9 DAYS BEYOND terms The 12-month low is 72 , or equal to 12 DAYS BEYOND terms Previous Year
Shows PAYDEX of this Business compared to the Primary Industry from each of the last four quarters. The Primary Industry is Custom computer programing, data processing/preparation , based on SIC code 7371 .
Previous Year 03/14
Q1'14
06/14
Q2'14
09/14
Q3'14
12/14
Q4'14
This Business 76 77 73 72
Industry Quartiles
Upper 80 80 80 80
Median 79 79 79 79
Lower 72 72 72 72
Based on payments collected over the last 4 quarters.
Current PAYDEX for this Business is 73 , or equal to 11 days beyond terms The present industry median Score is 79 , or equal to 2 days beyond terms Industry upper quartile represents the performance of the payers in the 75th percentile Industry lower quartile represents the performance of the payers in the 25th percentile Payment Habits
For all payment experiences within a given amount of credit extended, shows the percent that this Business paid within terms. Provides number of experiences to calculate the percentage, and the total credit value of the credit extended. $ Credit Extended # Payment Experiences Total Amount % of Payments Within Terms Over 100,000 46 206,250,000 79%
50,000-100,000 13 930,000 80%
15,000-49,999 39 1,065,000 71%
5,000-14,999 32 220,000 67%
1,000-4,999 42 76,500 66%
Under 1,000 38 14,250 61%
Based on payments collected over last 24 months.
All Payment experiences reflect how bills are paid in relation to the terms granted. In some instances, payment beyond terms can be the result of disputes over merchandise, skipped invoices etc.
7 Payment Summary
There are 247 payment experience(s) in D&Bs file for the most recent 24 months, with 165 experience(s) reported during the last three month period.
The highest Now Owes on file is 50,000,000 . The highest Past Due on file is 15,000,000 Below is an overview of the companys currency-weighted payments, segmented by its suppliers primary industries:
Total
Revd
(#)
Total
Amts
Largest High
Credit
Within
Terms
(%)
Days Slow
<31 31-60 61-90 90>
(%) (%)
Top Industries
Whol electronic parts 20 71,122,000 50,000,000 50 50 0 0 0 Whol computers/softwr 17 101,800,500 50,000,000 98 2 0 0 0 Prepackaged software 11 4,300,000 2,000,000 91 7 0 2 0
Telephone communictns 11 224,850 100,000 98 2 0 0 0
Mfg computers 10 15,357,750 8,000,000 90 8 2 0 0
Nonclassified 9 723,750 500,000 61 39 0 0 0
Custom programming 7 1,008,750 600,000 50 0 30 0 20
Short-trm busn credit 7 155,100 100,000 90 10 0 0 0
Whol office supplies 5 62,250 55,000 56 44 0 0 0
Misc business credit 5 95,000 50,000 100 0 0 0 0
Whol office equipment 4 2,285,000 1,000,000 49 11 18 0 22 Mfg process controls 4 195,000 65,000 67 33 0 0 0
Mfg photograph equip 4 33,500 25,000 100 0 0 0 0
Trucking non-local 4 6,250 5,000 40 12 8 0 40
Whol appliances 3 4,002,750 4,000,000 100 0 0 0 0
Whol misc profsn eqpt 3 203,000 200,000 51 49 0 0 0
Misc business service 3 43,500 40,000 97 0 3 0 0
Engineering services 3 67,500 35,000 96 0 2 0 2
Public finance 3 31,750 30,000 100 0 0 0 0
Mfg calculating eqpt 3 15,750 15,000 3 0 95 0 2
Ret mail-order house 3 11,000 7,500 69 11 20 0 0
Mfg electric test prd 3 15,000 5,000 100 0 0 0 0
Arrange cargo transpt 3 2,850 2,500 0 6 0 94 0
Computer system desgn 2 2,050,000 2,000,000 49 50 1 0 0 Business consulting 2 2,002,500 2,000,000 50 50 0 0 0
Mfg measure devices 2 1,000,750 1,000,000 50 50 0 0 0
Mfg computer storage 2 507,500 500,000 100 0 0 0 0
Misc equipment rental 2 95,000 65,000 100 0 0 0 0
Radiotelephone commun 2 55,000 40,000 73 0 0 0 27
Data processing svcs 2 32,500 30,000 100 0 0 0 0
Mfg comp peripherals 2 31,000 30,000 3 97 0 0 0
Mfg switchgear-boards 2 30,000 20,000 33 0 67 0 0
Whol service paper 2 22,500 20,000 89 11 0 0 0
Mfg public bldg furn 2 16,000 15,000 94 0 3 3 0
Detective/guard svcs 2 10,250 10,000 51 49 0 0 0
Whol electrical equip 2 5,250 5,000 52 0 48 0 0
Mfg sheet metalwork 1 200,000 200,000 50 0 0 0 50
Mfg misc plastic prdt 1 100,000 100,000 50 0 0 50 0
Mfg medical instrmnt 1 100,000 100,000 0 100 0 0 0
Travel agency 1 95,000 95,000 100 0 0 0 0
Mfg environment cntrl 1 85,000 85,000 100 0 0 0 0
Misc advertising svcs 1 80,000 80,000 100 0 0 0 0
8 Tour operator 1 65,000 65,000 100 0 0 0 0
Air courier service 1 45,000 45,000 50 0 0 0 50
Mfg relays/controls 1 45,000 45,000 50 0 0 0 50
Electric eqpt repair 1 25,000 25,000 50 0 0 50 0
Mfg recording media 1 20,000 20,000 0 0 100 0 0
Mfg refrig/heat equip 1 20,000 20,000 100 0 0 0 0
Copper roll/drawing 1 10,000 10,000 100 0 0 0 0
Whol auto parts 1 7,500 7,500 0 100 0 0 0
Mfg nonwd office furn 1 5,000 5,000 50 50 0 0 0
Ret stationery 1 5,000 5,000 50 0 50 0 0
Help supply service 1 5,000 5,000 100 0 0 0 0
Misc publishing 1 2,500 2,500 50 0 0 50 0
Nonphysical research 1 2,500 2,500 0 100 0 0 0
Natnl commercial bank 1 2,500 2,500 100 0 0 0 0
Mfg signs/ad specltys 1 2,500 2,500 100 0 0 0 0
Ret electronics 1 2,500 2,500 100 0 0 0 0
Mfg plane engine/part 1 1,000 1,000 0 0 0 0 100
Coating/engrave svcs 1 1,000 1,000 50 50 0 0 0
Whol industrial equip 1 1,000 1,000 100 0 0 0 0
Whol piece goods 1 1,000 1,000 50 50 0 0 0
Information retrieval 1 1,000 1,000 100 0 0 0 0
Gravure printing 1 1,000 1,000 50 0 0 50 0
Mfg computer terminal 1 1,000 1,000 50 50 0 0 0
Mfg manifold forms 1 750 750 100 0 0 0 0
Whol heating/ac equip 1 500 500 0 0 100 0 0
Whol nondurable goods 1 500 500 100 0 0 0 0
Mfg telephone equip 1 250 250 100 0 0 0 0
Mfg frozen deserts 1 250 250 0 0 100 0 0
Books-print/publish 1 100 100 0 0 0 0 100
Reg misc coml sector 1 100 100 100 0 0 0 0
Mfg broadcastng equip 1 100 100 0 100 0 0 0
Mfg misc office eqpt 1 50 50 100 0 0 0 0
Lithographic printing 1 50 50 100 0 0 0 0
Whol chemicals 1 50 50 0 0 0 0 100
Mfg lab apparatus 1 0 0 0 0 0 0 0
Other payment categories
Cash experiences 24 505,550 500,000
Payment record unknown 9 19,450 10,000
Unfavorable comments 1 100 100
Placed for collections 1 N/A 0
Total in D&B's file 247 209,080,850 50,000,000
Accounts are sometimes placed for collection even though the existence or amount of the debt is disputed.
Indications of slowness can be result of dispute over merchandise, skipped invoices etc.
Detailed payment history for this company
Date
Reported
(mm/yy)
Paying Record High Credit Now Owes Past Due Selling
Terms
Last Sale
Within
(month)
02/16 Ppt 65,000 5,000 Lease
Agreemnt
9 Ppt 40,000 30,000
0 1 mo
Ppt 30,000 100 Lease
Agreemnt
Ppt 1,000 1,0000 1 mo
Ppt-Slow 30 500,000 250,000 250,000 N30 1 mo
Ppt-Slow 30 45,000 25,000 7,500 N30 1 mo
Slow 30 10,000 10,000 10,000 N30 1 mo
01/16 Ppt 40,000,000 20,000,0000 N30 1 mo
Ppt 7,000,000 7,000,0000 N30 1 mo
Ppt 1,000,000 95,0000 1 mo
Ppt 500,000 1000 1 mo
Ppt 100,000 100,0000 1 mo
Ppt 85,000 20,0000 1 mo
Ppt 50,000 25,0000 1 mo
Ppt 40,000 25,0000 1 mo
Ppt 40,000 35,0000 1 mo
Ppt 25,0000 6-12 mos
Ppt 20,000 20,0000 N30 1 mo
Ppt 15,000 10,0000 1 mo
Ppt 10,00000 6-12 mos
Ppt 7,500 7,5000 1 mo
Ppt 5,000 5,0000 1 mo
Ppt 5,000 2,5000 1 mo
Ppt 5,0000 6-12 mos
Ppt 5,00000 4-5 mos
Ppt 5,000 5,0000 1 mo
Ppt 2,500 2,5000 1 mo
Ppt 2,50000 N30 2-3 mos
Ppt 2,50000 2-3 mos
Ppt 2,500 2,5000 1 mo
Ppt 2,500 2500 1 mo
Ppt 2,500 7500 1 mo
Ppt 2,500 2,5000 1 mo
Ppt 2,50000 2-3 mos
Ppt 1,000 1,0000 1 mo
Ppt 1,00000 4-5 mos
Ppt 1,000 5000 1 mo
Ppt 1,000 1,0000 1 mo
Ppt 75000 2-3 mos
Ppt 750 1 mo
Ppt 750 2500
Ppt 250 2500 N30 1 mo
Ppt 25000 2-3 mos
Ppt 25000 1 mo
Ppt 25000 6-12 mos
Ppt 25000 6-12 mos
Ppt 5000 N30 2-3 mos
Ppt-Slow 30 50,000,000 50,000,000 15,000,000 1 mo
Ppt-Slow 30 2,000,000 1,000,000 1,000,000 1 mo
Ppt-Slow 30 400,000 400,0000 N30 1 mo
Ppt-Slow 30 200,000 100,0000 1 mo
Ppt-Slow 30 100,000 15,000 750 1 mo
Ppt-Slow 30 55,000 55,000 5,000 1 10 N30 1 mo
Ppt-Slow 30 10,000 10,000 2,500 1 mo
10 Ppt-Slow 30 5,000 1,000 1,000 1 15 N30 1 mo
Ppt-Slow 30 1,000 0 0 2-3 mos
Ppt-Slow 60 600,000 85,000 15,000 1 mo
Ppt-Slow 60 2,500 2,500 1,000 1 mo
Ppt-Slow 60 1,000 0 0 2-3 mos
Ppt-Slow 90 100,000 0 0 2-3 mos
Ppt-Slow 90 25,000 15,000 15,000 2-3 mos
Ppt-Slow 90 1,000 500 500 2-3 mos
Ppt-Slow 240 5,000 0 0 2-3 mos
Slow 10 500 0 0 6-12 mos
Slow 10 500 0 0 N30 6-12 mos
Slow 30 100,000 25,000 25,000 1 mo
Slow 30 7,500 7,500 5,000 1 mo
Slow 30 2,500 1,000 1,000 N30 1 mo
Slow 60 500 0 0 N30 6-12 mos
Slow 60 500 100 0 1 mo
Slow 90 2,500 2,500 2,500 2-3 mos
Slow 30-90 1,000 500 100 1 mo
Slow 30-90 250 250 250 4-5 mos
Slow 30-90 100 100 100
Slow 30-90+ 15,000 7,500 7,500 4-5 mos
Slow 90+ 50 50 50
(077) 0 0 0 Cash
account
2-3 mos
06/15 Slow 60 20,000 0 0 N30 6-12 mos
03/15 Slow 60 20,000 0 0 4-5 mos
(080) Credit refused . 100 100 100 1 mo
Payments Detail Key: 30 or more days beyond terms
Payment experiences reflect how bills are paid in relation to the terms granted. In some instances payment beyond terms can be the result of disputes over merchandise, skipped invoices, etc. Each experience shown is from a separate supplier. Updated trade experiences replace those previously reported.
Public Filings
Currency: Shown in USD unless otherwise indicated
Summary
The following data includes both open and closed filings found in D&B's database on this company.
Record Type # of Records Most Recent Filing Date
Bankruptcy Proceedings 0 -
Judgments 0 -
Liens 1 01/03/14
Suits 0 -
UCCs 68 08/11/15
The following Public Filing data is for information purposes only and is not the official record. Certified copies can only be obtained from the official source.
Liens
A lien holder can file the same lien in more than one filing location. The appearance of multiple liens filed by the same lien holder against a debtor may be indicative of such an occurrence.
11 Amount 64
Status Released
CASE NO. J819037
Type County Tax
Filed By TAX COLLECTOR
Against SHI INTERNATIONAL CORP, SAN FRANCISCO, CA
Where Filed SAN FRANCISCO COUNTY RECORDERS OFFICE, SAN FRANCISCO, CA Date Status Attained 11/20/15
Date Filed 01/03/14
Latest Info Received 12/23/15
UCC Filings
Type Continuation
Sec. Party IBM CREDIT LLC
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2004-05-18
Latest Info Received 06/01/04
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral All Negotiable instruments including proceeds and products - All Inventory including proceeds and products - All Account(s) including proceeds and products - All Computer equipment including proceeds and products - and OTHERS
Type Amendment
Sec. Party IBM CREDIT LLC
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2005-02-01
Latest Info Received 03/02/05
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Type Amendment
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA IBM CREDIT CORPORATION, ARMONK, NY Debtor SOFTWARE HOUSE INTERNATIONAL INC and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2008-10-02
Latest Info Received 11/25/08
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
12 Type Continuation
Sec. Party IBM CREDIT CORPORATION, ARMONK, NY IBM CREDIT CORPORATION, ATLANTA, GA Debtor SHI INTERNATIONAL CORP. and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2009-03-16
Latest Info Received 05/15/09
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral CONTRACT and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-10-03
Latest Info Received 12/20/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ARMONK, NY
Debtor SHI INTERNATIONAL CORP. and OTHERS
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-12-21
Latest Info Received 04/07/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-03-23
Latest Info Received 05/16/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral AGREEMENT and proceeds
13 Type Partial release
Sec. Party IBM CREDIT LLC, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-06-25
Latest Info Received 09/04/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral SECURITY INTEREST and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-08-01
Latest Info Received 09/28/12
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral CONTRACT and proceeds
Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-11-01
Latest Info Received 01/10/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral CONTRACT and proceeds
Type Amendment
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-11-15
Latest Info Received 02/28/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral SECURITY INTEREST and proceeds
14 Type Partial release
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2013-02-13
Latest Info Received 04/18/13
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Type Continuation
Sec. Party IBM CREDIT CORPORATION, ATLANTA, GA
Debtor SOFTWARE HOUSE INTERNATIONAL, INC.
Filing No. 1922103
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2014-04-16
Latest Info Received 09/09/14
Original UCC Filed Date 1999-08-05
Original Filing No. 1922103
Collateral Inventory including proceeds and products - Chattel paper including proceeds and products Type Original
Sec. Party BANC OF AMERICA LEASING & CAPITAL, LLC, CHICAGO, IL Debtor SHI INTERNATIONAL CORP
Filing No. 26077512
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-09-14
Latest Info Received 10/14/11
Type Amendment
Sec. Party BANC OF AMERICA LEASING & CAPITAL. LLC, CHICAGO, IL BANK OF AMERICA, NATIONAL
ASSOCIATION, CHICAGO, IL
Debtor SHI INTERNATIONAL CORP
Filing No. 26077512
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-10-03
Latest Info Received 02/16/12
Original UCC Filed Date 2011-09-14
Original Filing No. 26077512
Collateral Accounts receivable and proceeds - Account(s) and proceeds Type Original
Sec. Party CITIBANK, N.A., ITS BRANCHES, SUBSIDIARIES AND AFFILIATES, NEW YORK, NY Debtor SHI INTERNATIONAL CORP.
15 Filing No. 51220974
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2015-06-25
Latest Info Received 07/31/15
Collateral Accounts receivable and proceeds - Account(s) and proceeds Type Original
Sec. Party CITIBANK, N.A., ITS BRANCHES, SUBSIDIARIES AND AFFILIATES, NEW YORK, NY Debtor SHI INTERNATIONAL CORP.
Filing No. 50581191
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2013-07-25
Latest Info Received 08/16/13
Collateral Inventory and proceeds - Assets and proceeds - Account(s) and proceeds - General intangibles(s) and proceeds - and OTHERS
Type Original
Sec. Party EVERBANK COMMERCIAL FINANCE, INC., PARSIPPANY, NJ Debtor SHI INTERNATIONAL CORP.
Filing No. 50451760
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2013-02-21
Latest Info Received 03/18/13
Collateral Inventory and proceeds - Assets and proceeds - Account(s) and proceeds - Computer equipment and proceeds - and OTHERS
Type Original
Sec. Party SG EQUIPMENT FINANCE USA CORP., JERSEY CITY, NJ Debtor SHI INTERNATIONAL CORP.
Filing No. 50363506
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-10-17
Latest Info Received 12/20/12
Collateral Accounts receivable and proceeds - Contract rights and proceeds Type Original
Sec. Party JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, CHICAGO, IL Debtor SHI INTERNATIONAL CORP.
Filing No. 50219681
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2012-04-04
Latest Info Received 04/19/12
16 Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds and products - Equipment including proceeds and products
Type Original
Sec. Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, BERKELEY HEIGHTS, NJ Debtor SHI INTERNATIONAL CORP.
Filing No. 50126880
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-11-18
Latest Info Received 12/12/11
Collateral General intangibles(s) including proceeds and products - Computer equipment including proceeds and products - Equipment including proceeds and products
Type Original
Sec. Party HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, BERKELEY HEIGHTS, NJ Debtor SHI INTERNATIONAL CORP.
Filing No. 50111916
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2011-10-28
Latest Info Received 11/11/11
Collateral Equipment and proceeds
Type Original
Sec. Party BANC OF AMERICA LEASING & CAPITAL, LLC, CHICAGO, IL EMC CORPORATION, HOPKINTON, MA Debtor SHI INTERNATIONAL CORP.
Filing No. 26705781
Filed With SECRETARY OF STATE/UCC DIVISION, TRENTON, NJ Date Filed 2015-05-14
Latest Info Received 07/28/15
Government Activity
Activity summary
Borrower (Dir/Guar) NO
Administrative Debt NO
Contractor YES
Grantee NO
Party excluded from federal program(s) NO
Possible candidate for socio-economic program consideration Labour Surplus Area N/A
Small Business N/A
8(A) firm N/A
The details provided in the Government Activity section are as reported to Dun & Bradstreet by the federal government and other sources. 17 Special Events
Currency: Shown in USD unless otherwise indicated
Special Events
02/24/2016 -MERGER/ACQUISITION :
According to published reports, SHI International Corp. announced that it has acquired Eastridge, DUNS 124591228, (Winston Salem, NC).
History & Operations
Currency: Shown in USD unless otherwise indicated
Company Overview
Company Name: SHI INTERNATIONAL CORP.
Doing Business As : SOFTWARE HOUSE INTERNATIONAL ,
S H I
Street Address: 290 Davidson Ave
Somerset , NJ 08873
Phone: 732 764-8888
Fax: 732-805-0818
URL: http://www.shi.com
History Is clear
Operations Profitable
Present management control 27 years
Annual Sales 5,797,204,000
History
The following information was reported: 05/06/2015
Officer(s):
THAI LEE, CEO
KOGUAN LEO, CHB
HAL JAGGER, V PRES
PAUL NG, CFO-SEC-V PRES
MELISSA GRAHAM, V PRES
CELESTE LEE, V PRES
AL FITZGERALD, V PRES
DIRECTOR(S) : THE OFFICER(S)
The New Jersey Secretary of State's business registration file showed that SHI International Corp. was registered as a corporation on November 1989, under the file registration number 0100434583.
Business started 1989 by Leo Koguan. 60% of capital stock is owned by Thai Lee. 40% of capital stock is owned by Leo Koguan.
In November 1989, Software House International Inc was formed by Leo Koguan with the purchased of assets of Software House.
THAI LEE born 1958. Thai holds an MBA from Harvard Business School.
KOGUAN LEO born 1955. Koguan holds a Master's in International Relations.
HAL JAGGER. Hal obtained his B.A. of Political Science from the University of California, Davis in 1994.
PAUL NG. 1989-present active here.
MELISSA GRAHAM. Antecedents not available.
CELESTE LEE. Celeste holds a Master's from Harvard University.
AL FITZGERALD. Antecedents not available.
18 Operations
05/06/2015
Description:
Provides computer programming services, specializing in software development or applications. Provides computer and data processing, and preparation and data processing services.
Has 15,000 account(s). Terms are Net 30 days. Sells to commercial concerns and governmental accounts. Territory :
International.
Nonseasonal.
Employees: 2,850 which includes officer(s). 1,400 employed here.
Facilities: Owns 440,000 sq. ft. in on 1st-4th floor of a five story brick a building.
Location: Central business section on side street.
Branches: This business has multiple branches, detailed branch/division information is available in Dun & Bradstreet's linkage or family tree products.
Subsidiaries:
This business has one subsidiary.
Shi/Government Solutions, Inc.
SIC & NAICS
SIC:
Based on information in our file, D&B has assigned this company an extended 8-digit SIC. D&B's use of 8-digit SICs enables us to be more specific about a company's operations than if we use the standard 4-digit code.
The 4-digit SIC numbers link to the description on the Occupational Safety & Health Administration (OSHA) Web site. Links open in a new browser window.
7371 0300 Computer software development and applications 7374 0000 Data processing and preparation
7374 9902 Data processing service
NAICS:
541511 Custom Computer Programming Services
518210 Data Processing, Hosting, and Related Services
518210 Data Processing, Hosting, and Related Services
Financials
Company Financials: D&B
05/06/2015
Two-year Statement Comparative:
Fiscal
Consolidated
Dec 31 2014
Fiscal
Consolidated
Dec 31 2013
Current Assets 1,264,921,000 1,087,624,149
Current Liabilities 1,011,455,000 873,910,309
Current Ratio 1.25 1.24
Working Capital 253,466,000 213,713,840
Other Assets 40,967,000 42,138,512
Net Worth 294,433,000 255,852,352
19 Sales 5,797,204,000 5,003,074,575
Long Term Liab 0 0
Net Profit (Loss) 89,269,000 74,773,105
Additional Financial Data
Fiscal Consolidated statement dated DEC 31 2014
Assets
Cash 84,268,000
Accts Rec 1,122,641,000
Inventory 52,776,000
Prepaid Exps & Sundry Receivable 5,236,000
Curr Assets 1,264,921,000
Liabilities
Accts Pay 801,601,000
Wholesale Financing Agree Advances 163,538,000
Accruals 45,814,000
Due To Related Party 502,000
Curr Liabs 1,011,455,000
Fixt & Equip 40,162,000
Security Deposits & Other Assets 805,000
Total Assets 1,305,888,000
COMMON STOCK 100,000
ADDIT. PD.-IN CAP 300,000
ACCUM OTHER COMPREHENSIVE INCOME 1,895,000
RETAINED EARNINGS 292,138,000
Total Liabilities + Equity 1,305,888,000
From JAN 01 2014 to DEC 31 2014 annual sales $5,797,204,000; cost of goods sold $5,354,580,000. Gross profit $442,624,000; operating expenses $348,727,000. Operating income $93,897,000; other income $794,000; other expenses $3,512,000; net income before taxes $91,179,000; other tax $1,910,000. Net income $89,269,000.
Extent of audit, if any, not indicated.
Fixed assets shown net less $33,278,760 depreciation.
On MAY 01 2015 Akif Nizam, controller, referred to the above figures.
Request Financial Statements
Requested financials are provided bySHI INTERNATIONAL CORP.and are not DUNSRight certified.
Key Business Ratios
Statement Date Dec 31 2014
Based on this Number of Establishments 18
Industry Norms Based On 18 Establishments
This Business Industry Median Industry Quartile
Profitability
Return on Sales % 1.5 7.8 4
Return on Net Worth % 30.3 16.8 2
Short-Term Solvency
Current Ratio 1.3 2.6 4
Quick Ratio 1.2 2.0 3
20 Efficiency
Assets to Sales % 22.5 88.1 1
Sales / Net Working Capital 22.9 3.0 1
Utilization
Total Liabilities / Net Worth (%) 343.5 59.5 4
This information may not be reproduced in whole or in part by any means of reproduction. © 2005-2016 Dun & Bradstreet, Inc.
21 97
PARTNERS
Immediately following is a high‐level list of the products SHI is able to provide to the City of Mesa/IPA.
Upon award, SHI would be happy to provide a much more comprehensive list if necessary. 3M ‐ Computer Accessories, Digital Telephones
3M ‐ General Accessories and Telephony
Accellion ‐ Software
Acer ‐ Computer Accessories, Digital Telephones
Acer ‐ Computers
Acer ‐ Displays and monitors
Acronis Software ‐ General Accessories and Telephony
Acronis Software ‐ Software
Acronis Software ‐ Software
AddOn ‐ Cables
AddOn ‐ General Accessories and Telephony
AddOn ‐ Memory
Adesso ‐ Computer Accessories, Digital Telephones
Adobe ‐ Software
Agate Software ‐ Software
AlienVault ‐ Software
Alliance Enterprises ‐ Software
Altova ‐ Software
APC by Schneider Electric ‐ Computer Accessories, Digital Telephones APC by Schneider Electric ‐ Racks
Apple ‐ Computer Accessories, Digital Telephones
Apple ‐ Computers
Apple ‐ General Accessories and Telephony
Apricorn ‐ Storage Products
Arcserve ‐ Software
AssetWorks ‐ Software
ASUSTeK COMPUTER ‐ Computer Accessories, Digital Telephones ASUSTeK COMPUTER ‐ Computers
ASUSTeK COMPUTER ‐ Displays and monitors
ASUSTeK COMPUTER ‐ General Accessories and Telephony
Atlassian ‐ Software
Attachmate ‐ Software
Attunity ‐ Software
Audio ‐ Technica ‐ General Accessories and Telephony
Autodesk ‐ Software
Avery ‐ Office Supplies
Axiom Memory Solutions ‐ Batteries
Axiom Memory Solutions ‐ Cables
Axiom Memory Solutions ‐ General Accessories and Telephony Axiom Memory Solutions ‐ Memory
Axiom Memory Solutions ‐ Storage Products
Axway ‐ Software
B&B Electronics Manufacturing Company ‐ General Accessories and Telephony
98 Barracuda Networks ‐ General Accessories and Telephony Barracuda Networks ‐ Software
Barracuda Networks ‐ Storage Products
Battery Technology ‐ Batteries
Battery Technology ‐ General Accessories and Telephony
Belkin ‐ Cables
Belkin ‐ Computer Accessories, Digital Telephones
Belkin ‐ Computer Bags and Cases
Belkin ‐ General Accessories and Telephony
BenQ ‐ Displays and monitors
Bentley Systems ‐ Software
BeyondTrust Software ‐ Software
Bitdefender ‐ Software
Black Box ‐ Cables
Black Box ‐ Computer Accessories, Digital Telephones
Black Box ‐ General Accessories and Telephony
Black Box ‐ Racks
Bluebeam Software ‐ Software
Bluebeam Software ‐ Software
BMC Software ‐ Software
Bomgar ‐ Software
Box ‐ Software
Brenthaven ‐ Computer Bags and Cases
Brocade Communications Systems ‐ Computer Accessories, Digital Telephones Brocade Communications Systems ‐ Software
Brocade Communications Systems ‐ Software
Brother ‐ Computer Accessories, Digital Telephones
Brother ‐ Office Supplies
Brother ‐ Printers
Buffalo Technology ‐ Storage Products
BUSlink ‐ General Accessories and Telephony
BUSlink ‐ Storage Products
C2G ‐ Cables
C2G ‐ Computer Accessories, Digital Telephones
C2G ‐ General Accessories and Telephony
CA Technologies ‐ Software
Canon ‐ Batteries
Canon ‐ Cameras
Canon ‐ Computer Accessories, Digital Telephones
Canon ‐ General Accessories and Telephony
Canon ‐ Printers
Carbon Black ‐ Software
Cartegraph ‐ Software
Case Logic ‐ Computer Bags and Cases
Case Logic ‐ General Accessories and Telephony
Cellebrite ‐ Software
Check Point Software Technologies ‐ General Accessories and Telephony Check Point Software Technologies ‐ Software
99 Cherwell ‐ Software
Chief Manufacturing ‐ Computer Accessories, Digital Telephones Cisco Systems ‐ Cables
Cisco Systems ‐ Computer Accessories, Digital Telephones Cisco Systems ‐ General Accessories and Telephony
Cisco Systems ‐ Racks
Cisco Systems ‐ Software
Cisco Systems ‐ Software
Cisco Systems ‐ Storage Products
Citrix Systems ‐ Software
CODi ‐ Computer Bags and Cases
CommVault Systems ‐ Software
Comprehensive Cable ‐ Cables
Condusiv Technologies ‐ Software
Corel ‐ Software
CrowdStrike ‐ Software
CSI Technology Group ‐ Software
Da‐Lite Screen ‐ General Accessories and Telephony
Decision Lens ‐ Software
Dell ‐ Batteries
Dell ‐ Cables
Dell ‐ Computer Accessories, Digital Telephones
Dell ‐ Computer Bags and Cases
Dell ‐ Computers
Dell ‐ Displays and monitors
Dell ‐ General Accessories and Telephony
Dell ‐ Memory
Dell ‐ Printers
Dell ‐ Racks
Dell ‐ Storage Products
D‐Link Systems ‐ Computer Accessories, Digital Telephones DocuSign ‐ Software
Dropbox ‐ Software
Eaton Corporation ‐ Computer Accessories, Digital Telephones Eaton Corporation ‐ Racks
EDGE Memory ‐ Memory
EDGE Memory ‐ Storage Products
Elite Screens ‐ General Accessories and Telephony
Embarcadero Technologies ‐ Software
Embarcadero Technologies ‐ Software
EMC ‐ Software
enChoice ‐ Software
EntIT Software LLC ‐ Software
EntIT Software LLC ‐ Software
Epson ‐ Computer Accessories, Digital Telephones
Epson ‐ General Accessories and Telephony
Epson ‐ Printers
eReplacements ‐ Batteries
100
eReplacements ‐ General Accessories and Telephony
Ergotron ‐ Computer Accessories, Digital Telephones
Ergotron ‐ General Accessories and Telephony
Erwin ‐ Software
Erwin ‐ Software
ESET ‐ Software
Exabeam, Inc ‐ Software
F5 Networks ‐ Software
Faronics ‐ Software
Fellowes ‐ General Accessories and Telephony
FireEye ‐ Software
Fischer International Identity ‐ Software
Flexera Software ‐ Software
Forcepoint LLC ‐ Software
ForeScout Technologies ‐ Software
ForgeRock ‐ Software
Fortinet ‐ General Accessories and Telephony
Fortinet ‐ Software
Fortinet ‐ Software
Fujifilm ‐ Cameras
Fujitsu ‐ Batteries
Fujitsu ‐ Computer Accessories, Digital Telephones
Fujitsu ‐ Computer Bags and Cases
Fujitsu ‐ Computers
Fujitsu ‐ General Accessories and Telephony
Fujitsu ‐ Memory
Fujitsu ‐ Storage Products
Genus Technologies ‐ Software
GFI Software ‐ Software
GlobalSCAPE ‐ General Accessories and Telephony
GlobalSCAPE ‐ Software
Griffin Technology ‐ General Accessories and Telephony
Hewlett Packard Enterprise ‐ Cables
Hewlett Packard Enterprise ‐ Computer Accessories, Digital Telephones Hewlett Packard Enterprise ‐ Computers
Hewlett Packard Enterprise ‐ General Accessories and Telephony Hewlett Packard Enterprise ‐ Memory
Hewlett Packard Enterprise ‐ Racks
Hewlett Packard Enterprise ‐ Software
Hewlett Packard Enterprise ‐ Software
Hewlett Packard Enterprise ‐ Storage Products
Honeywell ‐ Computer Accessories, Digital Telephones
Honeywell ‐ General Accessories and Telephony
Honeywell ‐ Printers
Hootsuite ‐ Software
HP, Inc. ‐ Batteries
HP, Inc. ‐ Computer Accessories, Digital Telephones
HP, Inc. ‐ Computer Bags and Cases
101
HP, Inc. ‐ Computers
HP, Inc. ‐ Displays and monitors
HP, Inc. ‐ General Accessories and Telephony
HP, Inc. ‐ Memory
HP, Inc. ‐ Office Supplies
HP, Inc. ‐ Printers
HP, Inc. ‐ Software
HP, Inc. ‐ Storage Products
IBM ‐ Computer Accessories, Digital Telephones
IBM ‐ Software
Idera ‐ Software
Imperva ‐ Software
Imprivata, Inc. ‐ Software
Incapsulate LLC ‐ Software
Incipio Technologies ‐ Computer Bags and Cases
Incipio Technologies ‐ General Accessories and Telephony Informatica Corporation ‐ Software
Intel ‐ General Accessories and Telephony
Intel ‐ Storage Products
Intermec ‐ Printers
Intermedix ‐ Software
InterSystems ‐ Software
IOGEAR ‐ Computer Accessories, Digital Telephones
Ipswitch ‐ Software
Ipswitch ‐ Software
Ivanti ‐ Software
Jabra ‐ General Accessories and Telephony
JAMF Software ‐ Software
JAMF Software ‐ Software
Juniper Networks ‐ General Accessories and Telephony
Kaspersky Labs ‐ Software
Kaspersky Labs ‐ Software
Kensington ‐ Computer Accessories, Digital Telephones
Kensington ‐ Computer Bags and Cases
Kensington ‐ General Accessories and Telephony
Kingston Technology ‐ Memory
Kingston Technology ‐ Storage Products
Kodak ‐ Cameras
Kofax Image Products ‐ Software
Kronos ‐ Software
Laserfiche ‐ Software
Lawsoft ‐ Software
Lenovo ‐ Batteries
Lenovo ‐ Computer Accessories, Digital Telephones
Lenovo ‐ Computer Bags and Cases
Lenovo ‐ Computers
Lenovo ‐ Displays and monitors
Lenovo ‐ General Accessories and Telephony
102
Lenovo ‐ Memory
Lenovo ‐ Racks
Lenovo ‐ Storage Products
Lexmark International ‐ Computer Accessories, Digital Telephones Lexmark International ‐ General Accessories and Telephony Lexmark International ‐ Printers
LG Electronics ‐ Displays and monitors
LifeSize ‐ Software
Lightspeed Systems ‐ Software
LockPath, Inc ‐ Software
Logitech ‐ Cameras
Logitech ‐ Computer Accessories, Digital Telephones
Logmein, Inc. ‐ Software
LogRhythm ‐ Software
Malwarebytes ‐ Software
McAfee ‐ Software
Micro Focus ‐ Software
Micron Technology ‐ Memory
Microsoft ‐ Cameras
Microsoft ‐ Computer Accessories, Digital Telephones
Microsoft ‐ Computers
Microsoft ‐ Software
Mimecast ‐ Software
Mobile Edge ‐ Computer Bags and Cases
Mobile Edge ‐ General Accessories and Telephony
Modo Labs ‐ Software
MuleSoft ‐ Software
NEC ‐ Computer Accessories, Digital Telephones
NEC ‐ Displays and monitors
NEC ‐ General Accessories and Telephony
NETGEAR ‐ Computer Accessories, Digital Telephones
NETGEAR ‐ General Accessories and Telephony
NetMotion Wireless ‐ Software
NetOp ‐ Software
Netscout Systems ‐ Software
NetWrix Corporation ‐ Software
Nimble Storage ‐ Software
Nintex ‐ Software
Nuance Communications ‐ Software
Nutanix ‐ Software
OGIO ‐ Computer Bags and Cases
OKI ‐ Computer Accessories, Digital Telephones
OKI ‐ Printers
Olympus ‐ General Accessories and Telephony
OpenText ‐ Software
Oracle ‐ Software
OtterBox ‐ General Accessories and Telephony
Overland Storage ‐ Storage Products
103
Palo Alto Networks ‐ Software
Panasonic ‐ Batteries
Panasonic ‐ Computer Accessories, Digital Telephones
Panasonic ‐ Computers
Panasonic ‐ Displays and monitors
Panasonic ‐ General Accessories and Telephony
Panasonic ‐ Office Supplies
Panduit ‐ Cables
Panduit ‐ General Accessories and Telephony
Panduit ‐ Racks
Pega ‐ Software
Pega Systems ‐ Software
Philips ‐ Displays and monitors
Pitney Bowes ‐ Software
Planar Systems ‐ Displays and monitors
Plantronics ‐ General Accessories and Telephony
PNY Technologies ‐ Memory
Polycom ‐ General Accessories and Telephony
PrinterLogic ‐ Software
Promise Technology ‐ General Accessories and Telephony
Proofpoint ‐ Software
ProPhoenix ‐ Software
QNAP Systems, Inc ‐ General Accessories and Telephony
Qualtrics ‐ Software
Qualys ‐ Software
Quantum ‐ Storage Products
Quest Software ‐ General Accessories and Telephony
Quest Software ‐ Software
Quest Software ‐ Software
Quest Software ‐ Storage Products
Rapid7 ‐ Software
Raritan Computer ‐ Computer Accessories, Digital Telephones Red Gate Software ‐ Software
Red Hat ‐ Software
Ricoh ‐ Computer Accessories, Digital Telephones
Ricoh ‐ Office Supplies
Ricoh ‐ Printers
Rocket Software, Inc. ‐ Software
RSA Security ‐ Software
Ruckus Wireless ‐ General Accessories and Telephony
SailPoint ‐ Software
Salesforce ‐ Software
Salient Corporation ‐ Software
Samsonite ‐ Computer Bags and Cases
Samsung ‐ Batteries
Samsung ‐ Computer Accessories, Digital Telephones
Samsung ‐ Computers
Samsung ‐ Displays and monitors
104
Samsung ‐ General Accessories and Telephony
Samsung ‐ Memory
Samsung ‐ Office Supplies
Samsung ‐ Storage Products
SanDisk ‐ Memory
SanDisk ‐ Storage Products
SANS Institute ‐ Software
SAP ‐ Software
SAP BusinessObjects ‐ Software
SAS Institute ‐ Software
Seagate ‐ General Accessories and Telephony
Seagate ‐ Storage Products
Sennheiser ‐ General Accessories and Telephony
SentinelOne ‐ Software
Sentry Data Systems ‐ Software
ServiceNow ‐ Software
Sharp ‐ Displays and monitors
SIIG ‐ General Accessories and Telephony
Siteimprove ‐ Software
Snow Software ‐ Software
SolarWinds ‐ Software
SolarWinds ‐ Software
SonicWALL ‐ General Accessories and Telephony
SonicWALL ‐ Software
Sophos ‐ Software
Spatial Data Logic ‐ Software
Spillman Technologies, Inc. ‐ Software
Splunk ‐ Software
StarTech.com ‐ Cables
StarTech.com ‐ Computer Accessories, Digital Telephones StarTech.com ‐ General Accessories and Telephony
StarTech.com ‐ Racks
StarTech.com ‐ Storage Products
StorageCraft Technology ‐ Software
SUPER MICRO Computer ‐ General Accessories and Telephony Swiftreach ‐ Software
Symantec ‐ Software
Symantec ‐ Software
Tableau Software ‐ Software
Tanium ‐ Software
Targus ‐ Computer Bags and Cases
Targus ‐ General Accessories and Telephony
TechSmith ‐ Software
Telerik ‐ Software
Tenable Network Security ‐ Software
Teradata ‐ Software
ThreatTrack Security ‐ Software
Thycotic ‐ Software
105
Toshiba ‐ Computer Accessories, Digital Telephones
Toshiba ‐ Computers
Toshiba ‐ Storage Products
Total Micro Technologies ‐ Batteries
Total Micro Technologies ‐ General Accessories and Telephony Transcend Information ‐ Memory
Transcend Information ‐ Storage Products
Trend Micro ‐ Software
Tripp Lite ‐ Batteries
Tripp Lite ‐ Cables
Tripp Lite ‐ Computer Accessories, Digital Telephones
Tripp Lite ‐ General Accessories and Telephony
Tripp Lite ‐ Racks
TriTech Software Systems ‐ Software
Turbonomic, Inc. ‐ Software
Tyco Electronics ‐ Displays and monitors
Tyler Technologies ‐ Software
Unitrends Software ‐ Software
Urban Factory ‐ General Accessories and Telephony
V7 ‐ General Accessories and Telephony
Vanguard Integrity Professionals ‐ Software
Varonis ‐ Software
Veeam Software ‐ Software
Veeam Software ‐ Software
Veracode ‐ Software
Verbatim ‐ Computer Accessories, Digital Telephones
Verbatim ‐ Memory
Veritas Technologies LLC ‐ Software
ViewSonic ‐ Computer Accessories, Digital Telephones
ViewSonic ‐ Displays and monitors
ViewSonic ‐ General Accessories and Telephony
VIZIO ‐ Displays and monitors
VMware ‐ Software
Vmware ‐ Software
WatchGuard Technologies ‐ General Accessories and Telephony Webroot Software ‐ Software
Western Digital ‐ General Accessories and Telephony
Western Digital ‐ Storage Products
Xerox ‐ Computer Accessories, Digital Telephones
Xerox ‐ General Accessories and Telephony
Xerox ‐ Office Supplies
Xerox ‐ Printers
Zebra Technologies ‐ Batteries
Zebra Technologies ‐ Cables
Zebra Technologies ‐ Computer Accessories, Digital Telephones Zebra Technologies ‐ Printers
Zix Corporation ‐ Software
ZOHO Corporation ‐ Software
106
Zonar Systems ‐ Software
Zscaler ‐ Software
RFP #2018011
Item # Product Product / Group
Proposed
Discount Manufacturer Name
Proposed
Discount Manufacturer Name
1) Desktops 4% SHI's Full Catalog of
Systems
%
2) Notebooks 4% SHI's Full Catalog of
Systems
%
3) Tablets 4% SHI's Full Catalog of
Systems
%
4) Servers
(1 Processor, 2 Processor, 4+ Processor,
Blade, Tower, Unix, Handhelds, etc)
4% SHI's Full Catalog of
Systems
%
5) Keyboards
4% SHI's Full Catalog of Input
Devices
%
A. Propose a national discount off list price pricing structure. These are the minimum discounts Supplier will offer to Participating Agencies.
B. Describe the catalog or index that discounts will be taken.
C. Describe any special manufacturer pricing available to Participating Agencies.
D. Describe any special large order or large customer pricing or additional discounts available to Participating Agencies.
E. Describe any products offered by Supplier that are not captured in the pricing matrix below. Describe how Supplier proposes to price those items.
If applicable, you may add additional
manufacturers/discounts
National Pricing Discount
For each item listed on the National Priceing Tab, Offerors are encouraged to provide a discount off of a verifiable price list by all manufacturers proposed. For example, Group 2, Item 5 is Keyboards. Offeror(s) may wish to propose more than one manufacturer of keyboards, such as Logitech, Fellows, Belkin, Kensington, Tripplite, etc. Offeror(s) should provide a separate discount for each manufacturer being proposed. Offeror(s) should add additional columns to the pricing page(s) in order to accommodate additional manufacturers' discounts. In addition to indicating your proposed discounts, you must also apply those discounts to the sample items in the City of Mesa Market Basket tab (below). 1) Group 1 - Systems
6) Mice
4% SHI's Full Catalog of Input
Devices
%
7) Imaging Scanners
4% SHI's Full Catalog of Input
Devices
%
8) POS Scanners
4% SHI's Full Catalog of Input
Devices
%
9) Pointing Devices
4% SHI's Full Catalog of Input
Devices
%
10) Bar Code Readers
4% SHI's Full Catalog of Input
Devices
%
11) Audio Input
4% SHI's Full Catalog of Input
Devices
%
12) Input Adapters
4% SHI's Full Catalog of Input
Devices
%
13) PC and Network Cameras
4% SHI's Full Catalog of Input
Devices
%
14) Input Cables
4% SHI's Full Catalog of Input
Devices
%
15) Input Accessories
4% SHI's Full Catalog of Input
Devices
%
16) Displays
4% SHI's Full Catalog of
Output Devices
%
17) Printers
4% SHI's Full Catalog of
Output Devices
%
18) Inkjet Printres
4% SHI's Full Catalog of
Output Devices
%
19) Inkjet Photo Printers
4% SHI's Full Catalog of
Output Devices
%
20) Laser Printers
4% SHI's Full Catalog of
Output Devices
%
21) Label Printers
4% SHI's Full Catalog of
Output Devices
%
2) Group 2 - Input Devices
22) Dot Matrix Printers
4% SHI's Full Catalog of
Output Devices
%
23) Multi-Function Printers
4% SHI's Full Catalog of
Output Devices
%
24) Wide Format Printers
4% SHI's Full Catalog of
Output Devices
%
25) Multi-Function Inkjet Printers
4% SHI's Full Catalog of
Output Devices
%
26) Wide Format Printers
4% SHI's Full Catalog of
Output Devices
%
27) Fax Machine Printers
4% SHI's Full Catalog of
Output Devices
%
28) Printer Accessories
4% SHI's Full Catalog of
Output Devices
%
29) Projectors
4% SHI's Full Catalog of
Output Devices
%
30) Projector Accessories
4% SHI's Full Catalog of
Output Devices
%
31) Audio Input
4% SHI's Full Catalog of
Output Devices
%
32) Video Cards
4% SHI's Full Catalog of
Output Devices
%
33) Sound Cards
4% SHI's Full Catalog of
Output Devices
%
34) Output Accessories
4% SHI's Full Catalog of
Output Devices
%
35) Printer Consumables
4% SHI's Full Catalog of
Output Devices
%
36) Desktop 4% SHI's Full Catalog of
Memory
%
37) Flash 4% SHI's Full Catalog of
Memory
%
3)
4) Group 4 - Memory
Group 3 - Output Devices
38) Networking 4% SHI's Full Catalog of
Memory
%
39) Notebook 4% SHI's Full Catalog of
Memory
%
40) Printer / Fax 4% SHI's Full Catalog of
Memory
%
41) Server 4% SHI's Full Catalog of
Memory
%
42) Adapters Fibre Channel
4% SHI's Full Catalog of
Storage Devices
%
43) Adapters FireWire / USB
4% SHI's Full Catalog of
Storage Devices
%
44) Adapters IDE/ATA/SATA
4% SHI's Full Catalog of
Storage Devices
%
45) Adapters RAID
4% SHI's Full Catalog of
Storage Devices
%
46) Adapters SCSI
4% SHI's Full Catalog of
Storage Devices
%
47) Bridges & Routers
4% SHI's Full Catalog of
Storage Devices
%
48) Disk Arrays 4% SHI's Full Catalog of
Storage Devices
%
49) Disk Arrays JBOD 4% SHI's Full Catalog of
Storage Devices
%
50) Drives Magneto-Optical 4% SHI's Full Catalog of
Storage Devices
%
51) Drives Removable Disks 4% SHI's Full Catalog of
Storage Devices
%
52) Fiber Channel Switches 4% SHI's Full Catalog of
Storage Devices
%
53) Hard Disks - External 4% SHI's Full Catalog of
Storage Devices
%
4)Group 4 - Memory
54) Hard Disks - Fibre Channel
4% SHI's Full Catalog of
Storage Devices
%
55) Hard Disks - IDE/ATA/S
4% SHI's Full Catalog of
Storage Devices
%
56) Hard Disks - Notebook
4% SHI's Full Catalog of
Storage Devices
%
57) Hard Disks - SCSI
4% SHI's Full Catalog of
Storage Devices
%
58) Networking Accessories
4% SHI's Full Catalog of
Storage Devices
%
59) Optical Drives - CD-ROM
4% SHI's Full Catalog of
Storage Devices
%
60) Optical Drives - CD-RW
4% SHI's Full Catalog of
Storage Devices
%
61) Optical Drives - DVD-CD 4% SHI's Full Catalog of
Storage Devices
%
62) Optical Drives - DVD-RW 4% SHI's Full Catalog of
Storage Devices
%
63) Storage Accessories 4% SHI's Full Catalog of
Storage Devices
%
64) Storage - NAS 4% SHI's Full Catalog of
Storage Devices
%
65) Storage - SAN 4% SHI's Full Catalog of
Storage Devices
%
66) Tape Autoloaders -AIT 4% SHI's Full Catalog of
Storage Devices
%
67) Tape Autoloaders - DAT
4% SHI's Full Catalog of
Storage Devices
%
68) Tape Autoloaders - DLT
4% SHI's Full Catalog of
Storage Devices
%
69) Tape Autoloaders - LTO
4% SHI's Full Catalog of
Storage Devices
%
5) Group 5 - Storage Devices
70) Tape Drives - 4mm
4% SHI's Full Catalog of
Storage Devices
%
71) Tape Drives - 8mm/VXA
4% SHI's Full Catalog of
Storage Devices
%
72) Tape Drives - AIT
4% SHI's Full Catalog of
Storage Devices
%
73) Tape Drives - DAT
4% SHI's Full Catalog of
Storage Devices
%
74) Tape Drives - DLT 4% SHI's Full Catalog of
Storage Devices
%
75) Tape Drives - LTO/Ultrium 4% SHI's Full Catalog of
Storage Devices
%
76) Tape Drives SDLT 4% SHI's Full Catalog of
Storage Devices
%
77) Tape Drives - Travan 4% SHI's Full Catalog of
Storage Devices
%
78) 10/100 Hubs & Switches 4% SHI's Full Catalog of
Network Equipment
%
79) Bridges & Routers 4% SHI's Full Catalog of
Network Equipment
%
80) Gigabit Hubs & Swtiches
4% SHI's Full Catalog of
Network Equipment
%
81) Concentrators & Multiplexers
4% SHI's Full Catalog of
Network Equipment
%
82) Hardware Firewalls
4% SHI's Full Catalog of
Network Equipment
%
83) Intrusion Detection
4% SHI's Full Catalog of
Network Equipment
%
84) KVM
4% SHI's Full Catalog of
Network Equipment
%
85) Modems
4% SHI's Full Catalog of
Network Equipment
%
6) Group 6 - Network Equipment
86) Network Test Equipment
4% SHI's Full Catalog of
Network Equipment
%
87) Network Adapters
4% SHI's Full Catalog of
Network Equipment
%
88) Network Cables
4% SHI's Full Catalog of
Network Equipment
%
89) Network Accessories
4% SHI's Full Catalog of
Network Equipment
%
90) Repeaters & Transcievers
4% SHI's Full Catalog of
Network Equipment
%
91) Wireless LAN Accessories
4% SHI's Full Catalog of
Network Equipment
%
92) Token Authentication
4% SHI's Full Catalog of
Network Equipment
%
93) 10G Fiber Optic Transceivers
4% SHI's Full Catalog of
Network Equipment
%
94) 1G Fiber Optic Transceivers
4% SHI's Full Catalog of
Network Equipment
%
95) Licensing Packages
(e.g. Microsoft)
4% SHI's Full Catalog of
Software
%
96) Licensing Backup
4% SHI's Full Catalog of
Software
%
97) Licensing Barcode/OC
4% SHI's Full Catalog of
Software
%
98) Licensing Business Application
4% SHI's Full Catalog of
Software
%
99) Licensing CAD/CAM
4% SHI's Full Catalog of
Software
%
100) Licensing - Cloning
4% SHI's Full Catalog of
Software
%
101) Licensing - Computer Services
4% SHI's Full Catalog of
Software
%
6) Group 6 - Network Equipment
102) Licensince - Database
4% SHI's Full Catalog of
Software
%
103) Licensing - Development
4% SHI's Full Catalog of
Software
%
104) Licensing - Entertainment
4% SHI's Full Catalog of
Software
%
105) Licensing - Financial
4% SHI's Full Catalog of
Software
%
106) Licensing - Flow Chart
4% SHI's Full Catalog of
Software
%
107) Licensing - Graphic Design
4% SHI's Full Catalog of
Software
%
108) Licensing - Handheld
4% SHI's Full Catalog of
Software
%
109) Licensing - Network OS
4% SHI's Full Catalog of
Software
%
110) Licensing - OS
4% SHI's Full Catalog of
Software
%
111) Licensing - Personal Organization
4% SHI's Full Catalog of
Software
%
112) Licensing - Presentation
4% SHI's Full Catalog of
Software
%
113) Licensing - Reference
4% SHI's Full Catalog of
Software
%
114) Licensing - Report Analysis
4% SHI's Full Catalog of
Software
%
115) Licensing - Spreadhseet
4% SHI's Full Catalog of
Software
%
116) Licensing - Utilities
4% SHI's Full Catalog of
Software
%
117) Licensing - Warranties
4% SHI's Full Catalog of
Software
%
7) Group 7 - Software
118) Licensing - Web Development
4% SHI's Full Catalog of
Software
%
119) Licensing - Word Processing
4% SHI's Full Catalog of
Software
%
120) Software - Backup
4% SHI's Full Catalog of
Software
%
121) Software - Barcode / OCR
4% SHI's Full Catalog of
Software
%
122) Software - Business Application
4% SHI's Full Catalog of
Software
%
123) Software - CAD/CAM
4% SHI's Full Catalog of
Software
%
124) Software - Cloning
4% SHI's Full Catalog of
Software
%
125) Software - Computer Services
4% SHI's Full Catalog of
Software
%
126) Software - Database
4% SHI's Full Catalog of
Software
%
127) Software - Development
4% SHI's Full Catalog of
Software
%
128) Software - Entertainment
4% SHI's Full Catalog of
Software
%
129) Software - Financial
4% SHI's Full Catalog of
Software
%
130) Software - Flow Chart
4% SHI's Full Catalog of
Software
%
131) Software - Graphic Design
4% SHI's Full Catalog of
Software
%
132) Software - Handheld
4% SHI's Full Catalog of
Software
%
133) Software - OS
4% SHI's Full Catalog of
Software
%
7) Group 7 - Software
134) Software - Personal Organization
4% SHI's Full Catalog of
Software
%
135) Software - Presentation
4% SHI's Full Catalog of
Software
%
136) Software - Reference
4% SHI's Full Catalog of
Software
%
137) Software - Report Analysis
4% SHI's Full Catalog of
Software
%
138) Software - Spreadsheet
4% SHI's Full Catalog of
Software
%
139) Software - Utilities
4% SHI's Full Catalog of
Software
%
140) Software - Warranties
4% SHI's Full Catalog of
Software
%
141) Software - Web Development
4% SHI's Full Catalog of
Software
%
142) Software - Word Processing
4% SHI's Full Catalog of
Software
%
143) Media - 4mm tape
4% SHI's Full Catalog of
Media Supplies
%
144) Media - AIT tape
4% SHI's Full Catalog of
Media Supplies
%
145) Media - DAT tape
4% SHI's Full Catalog of
Media Supplies
%
146) Media - DLT tape
4% SHI's Full Catalog of
Media Supplies
%
147) Media LTO / Ultrium tape drive
4% SHI's Full Catalog of
Media Supplies
%
148) Media - Magneto - Optical
4% SHI's Full Catalog of
Media Supplies
%
149) Media - Optical
4% SHI's Full Catalog of
Media Supplies
%
8) Group 8 - Media Supplies
150) Media - SLR tape
4% SHI's Full Catalog of
Media Supplies
%
151) Media - Travan tape
4% SHI's Full Catalog of
Media Supplies
%
152) Media - VXA tape
4% SHI's Full Catalog of
Media Supplies
%
153) Media - zip
4% SHI's Full Catalog of
Media Supplies
%
154) IP phones
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
155) Video conferencing products
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
156) Voice gateways / servers
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
157) Headsets
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
158) Audo conferencing products
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
159) Analog phones
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
160) Accessories
4% SHI's Full Catalog of
Collobration and IP
Telephony
%
161) Advanced Integration
4% SHI's Full Catalog of
Other
%
162) Asset Disposal
4% SHI's Full Catalog of
Other
%
Group 9 - Collaboration & IP
Telephony 9)
8) Group 8 - Media Supplies
163) Asset Management
4% SHI's Full Catalog of
Other
%
164) Cables
4% SHI's Full Catalog of
Other
%
165) Cables - custom
4% SHI's Full Catalog of
Other
%
166) Cables - printer
4% SHI's Full Catalog of
Other
%
167) Complex warranties
4% SHI's Full Catalog of
Other
%
168) Desktop Accessories
4% SHI's Full Catalog of
Other
%
169) Display Accessories
4% SHI's Full Catalog of
Other
%
170) Electronic Services
4% SHI's Full Catalog of
Other
%
171) Handheld Accessories
4% SHI's Full Catalog of
Other
%
172) Imaging Accessories
4% SHI's Full Catalog of
Other
%
173) Imaging - Camcorders
4% SHI's Full Catalog of
Other
%
174) Imaging - Digital Cameras
4% SHI's Full Catalog of
Other
%
175) Intrenal Lab Service
4% SHI's Full Catalog of
Other
%
176) Lab fees
4% SHI's Full Catalog of
Other
%
177) Managed Services
4% SHI's Full Catalog of
Other
%
178) Miscellaneous solutions
4% SHI's Full Catalog of
Other
%
179) Mounting hardware for vehicles
4% SHI's Full Catalog of
Other
%
180) Networking Warranties
4% SHI's Full Catalog of
Other
%
181) Notebook Accessories
4% SHI's Full Catalog of
Other
%
182) Notebook Batteries
4% SHI's Full Catalog of
Other
%
183) PC Lab order services
4% SHI's Full Catalog of
Other
%
184) POS Accessories
4% SHI's Full Catalog of
Other
%
185) POS Displays
4% SHI's Full Catalog of
Other
%
186) Power Accessories
4% SHI's Full Catalog of
Other
%
187) Power Surge Protection
4% SHI's Full Catalog of
Other
%
188) Power UPS
4% SHI's Full Catalog of
Other
%
189) Server Accessories
4% SHI's Full Catalog of
Other
%
190) Service Charge
4% SHI's Full Catalog of
Other
%
191) System Components
4% SHI's Full Catalog of
Other
%
192) Training Courses
4% SHI's Full Catalog of
Other
%
193) Training Reference Manuals
4% SHI's Full Catalog of
Other
%
194) Warranties - Electronic
4% SHI's Full Catalog of
Other
%
195) iPAD / Tablet Stylus
4% SHI's Full Catalog of
Other
%
196) Mouse / Wrist Pads
4% SHI's Full Catalog of
Other
%
197) Security Locks and Hardware
4% SHI's Full Catalog of
Other
%
198) Tools
4% SHI's Full Catalog of
Other
%
199) Document Scanner Accessories
4% SHI's Full Catalog of
Other
%
200) Flatbed Scanners
4% SHI's Full Catalog of
Other
%
201) Mobile Scanners
4% SHI's Full Catalog of
Other
%
202) Network Scanners
4% SHI's Full Catalog of
Other
%
203) Sheetfed Scanners
4% SHI's Full Catalog of
Other
%
204) Wide Format Scanners
4% SHI's Full Catalog of
Other
%
205) Workgroup / Department Scanner
4% SHI's Full Catalog of
Other
%
206) Build to Order Desktops
4% SHI's Full Catalog of
Other
%
207) Nettop
4% SHI's Full Catalog of
Other
%
208) Point of Sale
4% SHI's Full Catalog of
Other
%
209) Ultra Small Form Factor
4% SHI's Full Catalog of
Other
%
210) Apple / Mac Memory Upgrades
4% SHI's Full Catalog of
Other
%
10) Group 10 - Other
211) Chips / SIMMs/SIPPs / ROMs
4% SHI's Full Catalog of
Other
%
212) Computer Cases
4% SHI's Full Catalog of
Other
%
213) CPUs / Fans
4% SHI's Full Catalog of
Other
%
214) Membory Accessories
4% SHI's Full Catalog of
Other
%
215) Motherboards / Chassis
4% SHI's Full Catalog of
Other
%
216) 1 - 2 port Serial Boards
4% SHI's Full Catalog of
Other
%
217) 3+ port Serial Boards
4% SHI's Full Catalog of
Other
%
218) Console Server
4% SHI's Full Catalog of
Other
%
219) Device Server
4% SHI's Full Catalog of
Other
%
220) Terminal Server
4% SHI's Full Catalog of
Other
%
221) Content Management
4% SHI's Full Catalog of
Other
%
222) Firewall / VPN Applicances
4% SHI's Full Catalog of
Other
%
223) Multifunction Security Appliances
4% SHI's Full Catalog of
Other
%
224) Network Camera Accessories
4% SHI's Full Catalog of
Other
%
225) Network Cameras
4% SHI's Full Catalog of
Other
%
226) Physical/Environmental Security
4% SHI's Full Catalog of
Other
%
10) Group 10 - Other
227) Security Applicance Accessories
4% SHI's Full Catalog of
Other
%
228) Security Tokens
4% SHI's Full Catalog of
Other
%
229) Unified Threat Management
4% SHI's Full Catalog of
Other
%
230) 2-way Radios / Walkie Talkies
4% SHI's Full Catalog of
Other
%
231) Apple Notebooks
4% SHI's Full Catalog of
Other
%
232) Convertible PCs / Slate PCs / iPAD
4% SHI's Full Catalog of
Other
%
233) iPAD
4% SHI's Full Catalog of
Other
%
234) Slate Tablet Computers
4% SHI's Full Catalog of
Other
%
235) GPS / PDA
4% SHI's Full Catalog of
Other
%
236) Wireless Communication Devices
4% SHI's Full Catalog of
Other
%
237) Batteries
4% SHI's Full Catalog of
Other
%
238) Power Supplies / Adapters
4% SHI's Full Catalog of
Other
%
239) Rackmountain Equipment
4% SHI's Full Catalog of
Other
%
240) Remote Power Management
4% SHI's Full Catalog of
Other
%
241) Surge Suppressors
4% SHI's Full Catalog of
Other
%
242) UPS / Battery Backup
4% SHI's Full Catalog of
Other
%
243) 14" & smaller LCD Display
4% SHI's Full Catalog of
Other
%
244) 15-19" LCD Display
4% SHI's Full Catalog of
Other
%
245) 15-19" Wide LCD Display
4% SHI's Full Catalog of
Other
%
246) 15-19" Wide LED Display
4% SHI's Full Catalog of
Other
%
247) 20-30" LCD Display
4% SHI's Full Catalog of
Other
%
248) 20-30" Wide LCD Display
4% SHI's Full Catalog of
Other
%
249) 20-30" Wide LED Display
4% SHI's Full Catalog of
Other
%
250) PCoIP and Zero Client Displays
4% SHI's Full Catalog of
Other
%
251) Arm Mounts
4% SHI's Full Catalog of
Other
%
252) Ceiling Mounts
4% SHI's Full Catalog of
Other
%
253) Combo Mounts
4% SHI's Full Catalog of
Other
%
254) Desktop Stands / Risers
4% SHI's Full Catalog of
Other
%
255) Flat Wlal Mounts
4% SHI's Full Catalog of
Other
%
256) Mount Accessories
4% SHI's Full Catalog of
Other
%
257) Pole Display
4% SHI's Full Catalog of
Other
%
258) Stands / Carts / Feet
4% SHI's Full Catalog of
Other
%
259) Tilt Wall Mounts
4% SHI's Full Catalog of
Other
%
260) C-Cure Products
4% SHI's Full Catalog of
Other
%
261) Istar Products
4% SHI's Full Catalog of
Other
%
SERVICE
STANDARD
HOURLY
RATE
DISCOUNT FROM
STANDARD RATE
Design and Analysis $ 125.00 4%
Configuration $ 165.00 4%
Implementation $ 185.00 4%
Installation $ 185.00 4%
Training $ 99.00 4%
Maintenance & Support $ 99.00 4%
Additional Services Offered (please
list any additional services offered and
applicable discount / fees on a separate
page and attach) %
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
Respondents please add
SHI will work with local partners when possible to insure the City is getting the best value. Prices for Services will vary depending on the local partners. The rates below
are an average.
12)
Group 12 - Additional
Products/Services Not
Identified
11) Group 11 - Services
All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher.
The comprehensive SHI offering for National IPA consists of all hardware, software, and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price List which can be located on www.shi.com. In many cases, SHI Advertised List Price already reflects a substantial discount off of Manufacturer Published List prices.
Given the breadth of manufacturers and products that SHI offers, there will be many opportunities for SHI to secure additional discounts for eligible contract users. We work to provide your contract users with the most advantageous pricing available, above and beyond the minimum discounts offered, whenever possible.
SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher List price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers.
If awarded, SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers.
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Item Description Item Number Unit of Measure
% Off Catalog
Discount (As
identifed on
National Pricing
Tab)
MSRP Price
Extended Price
(MSRP - % Off
Catalog)
HP EliteBook x360 1030 G2 (Energy Star) 1BS95UT#ABA EA 4.00% $ 1,339.00 $ 1,285.44
10.5-inch Apple iPad Pro Wi-Fi + Cellular 64GB -
Space Gray MQEY2LL/A EA 4.00% $ 825.00 $ 792.00
Dell OptiPlex 7050 Small Form Factor S028O7050SFFUSR 83F9F EA 4.00% $1,055.45 $ 1,013.23 Dell Latitude 5480 Laptop S022L548014USR 4C99R EA 4.00% $1,143.91 $ 1,098.16 Samsung Galaxy Tab E - Tablet - Android 6.0
(Marshmallow) - 16GB - 8" - 4G SM-T377VZKAVZW EA 4.00% $ 210.00 $ 201.60 Logitech MX800 Wireless Keyboard & Mouse 920-006237 EA 4.00% $ 141.00 $ 135.36 Microsoft Designer Bluetooth Desktop Keyboard and
Mouse set 7N9-00001 EA 4.00% $ 83.00 $ 79.68
Microsoft Wireless Comfort Desktop 5050 Keyboard
and Mouse set PP4-00001 EA 4.00% $ 58.00 $ 55.68
Logitech MK120 USB Wired Keyboard/Mouse set 920-002565 EA 4.00% $ 14.00 $ 13.44 Kensington Pro Fit Keyboard and Mouse set K72324US EA 4.00% $ 32.00 $ 30.72 HP 27ER 27 Inch Display T3M88AA#ABA EA 4.00% $241.63 $ 231.96 HP DesignJet T830 36-in Multifunction Printer F9A30A#B1K EA 4.00% $ 6,907.00 $ 6,630.72 Dell UltraSharp 27" 4K Monitor U2718Q EA 4.00% $ 643.00 $ 617.28 InFocus IN1116 - DLP Projector - Portable - 3D IN1116 EA 4.00% $ 887.00 $ 851.52 PNY NVIDIA NVS 810 Graphics Card - 2GPU's -
NVS 810 - 4GB VCNVS810DVI-PB EA 4.00% $ 704.00 $ 675.84 Kingston DDR4-32 GB- DIMM 288-pin KTH-PL424/32G EA 4.00% $ 410.00 $ 393.60 Cisco DDR4-32 GB- DIMM 288-pin UCS-MR-1X322RV-A EA 4.00% $710.48 $ 682.06 Cisco DDR3L-32 GB- LRDIMM 240-pin UCS-ML-1X324RY-A EA 4.00% $821.34 $ 788.49 Kingston DDR3-64 GB- DIMM 240-pin KVR16R11D4K4/64
CT64G4LFQ424A EA 4.00% $978.90 $ 939.75
Proline - DDR - 1GB - DIMM 184-pin ASA5510-MEM-1GBCDW EA 4.00% $ 237.51 $ 228.01 Western Digital Red 6 TB internal HD WD60EFRX EA 4.00% $ 261.00 $ 250.56 Seagate Video 3.5 HDD ST4000VM000 4TB ST40000VM000
ST4000VX007 EA 4.00% $134.30 $ 128.93
Dell PowerVault RD1000 RDX USB external RD1000 EA 4.00% $ 162.00 $ 155.52 Samsung 850 EVO 250 GB Internal SSD MZ-75E250B/AM EA 4.00% $ 113.00 $ 108.48 SanDisk Cruzer Blade - USB flash drive 8 GB SDCZ50-008G-B35 EA 4.00% $ 6.00 $ 5.76 Cisco Nexus 7000 Series - Switch - Rack Mountable -
With Fan Tray N7K-C7010= EA 4.00% $ 17,700.00 $ 16,992.00 Extreme Networks C-Series C5 C5G124-24P2
Switch 24 ports Managed C5G124-24P2 EA 4.00% $4,895.06 $ 4,699.26 Juniper EX4200 24F - Switch - Managed EX4200-24F-TAA EA 4.00% $10,758.00 $ 10,327.68 Ruckus ZoneFlex R600 - Wireless Access Point 901-R600-US00 EA 4.00% $ 811.00 $ 778.56 Juniper EX 2200 24P switch managed EX2200-24P-4G EA 4.00% $ 1,433.00 $ 1,375.68 Adobe Acrobat Pro 2017 - License - 1User 65280374AF01A00 EA 4.00% $407.97 $ 391.65 Adobe Acrobat Standard 2017 - License - 1 User 65280416AD01A00 EA 4.00% $ 310.00 $ 297.60 Microsoft Project Professional 2016 - Box Pack -
1PC H30-05451 EA 4.00% $ 1,021.00 $ 980.16
Microsoft Windows 10 Pro License 1User FQC-08930 EA 4.00% $ 157.00 $ 150.72 Nuance Dragon Naturally Speaking Premium Box
Pack Version (13) 1User K609A-G00-13.0 EA 4.00% $ 195.00 $ 187.20 Verbatim DataLifePlus DVD-R Media 50 Pack 95078 PK 4.00% $ 19.00 $ 18.24 Memorex DVD+R x 25 Storage media 05618 05638 PK 4.00% $18.10 $ 17.38 Kingston Data Traveler SE9 G2 16GB USB 3.0 DTSE9G2/16GB EA 4.00% $ 15.00 $ 14.40 Apricorn Aegis Secure Key 3.0 - USB Flash Drive -
120GB ASK3-120GB EA 4.00% $ 236.00 $ 226.56
Optical Quantum White Inkjet Hub Printable BD-R OQBDRDL06WIPH-25 EA 4.00% $72.36 $ 69.47 OpenScape Desk Phone IP 55G SIPL30250-F600-C281 EA 4.00% $528.50 $ 507.36 MediaTrix C711 8 FXS Gateway C711-01-MX-D2000-K-000 EA 4.00% $371.20 $ 356.35 Avaya Business Series Terminal T7208 - Digital
Phone NT8B26AAMAE6 EA 4.00% #N/A #N/A
APC1500VA SMT1500 EA 4.00% $ 524.00 $ 503.04
APC Smart-UPS X 3000VA Rack UPS SMX3000RMLV2U EA 4.00% $ 1,547.00 $ 1,485.12 AirMagnet Survey Pro/Planner and Spectrum XT
Bundle - License and Media (1 license) AM/A1580 EA 4.00% $ 5,610.00 $ 5,385.60 Total Price $ 62,157.82
DELIVERY: See Specifications and/or Mesa Standard Terms and Conditions.
Vendor Name __SHI International Corp___
Pricing Proposal
Quotation #: 24867014
Created On: 5/16/2024
Valid Until: 7/19/2024
CA-City of Cypress Inside Accouunt
Executive
Adrian Smith
5275 Orange Avenue
CYPRESS, CA 906300609
United States
Phone: 7142296719
Fax:
Email: [email protected]
Nathan Ambrogio
300 Davidson Ave
Somerset, NJ 08873
Phone: 732-584-8229
Fax:
Email: [email protected]
All Prices are in US Dollar (USD)
Product Qty Retail Your Price Total
1 University LMS Subscription Customer Access Pass Year 1 CrowdStrike - Part#: RR.PSO.ENT.PASS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
2 $0.00 $0.00 $0.00
2 Falcon Endpoint Protection Enterprise Flexible Bundle CrowdStrike - Part#: CS.EPPENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $68.21 $22.73 $6,250.75
3 Prevent
CrowdStrike - Part#: CS.PREVENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $0.00 $0.00 $0.00
4 Insight
CrowdStrike - Part#: CS.INSIGHT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $0.00 $0.00 $0.00
5 Threat Graph Standard on GovCloud
CrowdStrike - Part#: CS.TG.STD.GOV.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $7.19 $7.59 $2,087.25
6 Overwatch
CrowdStrike - Part#: CS.OW.SVC.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $20.99 $8.17 $2,246.75
7 Express Support
CrowdStrike - Part#: RR.HOS.ENT.EXPS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
1 $1,163.91 $1,175.67 $1,175.67
8 Falcon Spotlight
CrowdStrike - Part#: CS.SPOTLT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2024 – 7/13/2025
275 $24.94 $8.87 $2,439.25
9 University LMS Subscription Customer Access Pass Year 2 CrowdStrike - Part#: RR.PSO.ENT.PASS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
2 $0.00 $0.00 $0.00
10 Falcon Endpoint Protection Enterprise Flexible Bundle CrowdStrike - Part#: CS.EPPENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $68.21 $22.73 $6,250.75
11 Prevent
CrowdStrike - Part#: CS.PREVENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $0.00 $0.00 $0.00
12 Insight
CrowdStrike - Part#: CS.INSIGHT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $0.00 $0.00 $0.00
13 Threat Graph Standard on GovCloud
CrowdStrike - Part#: CS.TG.STD.GOV.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $7.19 $7.59 $2,087.25
14 Overwatch
CrowdStrike - Part#: CS.OW.SVC.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $20.99 $8.17 $2,246.75
15 Express Support
CrowdStrike - Part#: RR.HOS.ENT.EXPS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
1 $1,163.91 $1,293.23 $1,293.23
16 Falcon Spotlight
CrowdStrike - Part#: CS.SPOTLT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2025 – 7/13/2026
275 $24.94 $8.87 $2,439.25
17 University LMS Subscription Customer Access Pass Year 3 2 $0.00 $0.00 $0.00 CrowdStrike - Part#: RR.PSO.ENT.PASS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
18 Falcon Endpoint Protection Enterprise Flexible Bundle CrowdStrike - Part#: CS.EPPENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $68.21 $22.73 $6,250.75
19 Prevent
CrowdStrike - Part#: CS.PREVENT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $0.00 $0.00 $0.00
20 Insight
CrowdStrike - Part#: CS.INSIGHT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $0.00 $0.00 $0.00
21 Threat Graph Standard on GovCloud
CrowdStrike - Part#: CS.TG.STD.GOV.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $7.19 $7.59 $2,087.25
22 Overwatch
CrowdStrike - Part#: CS.OW.SVC.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $20.99 $8.17 $2,246.75
23 Express Support
CrowdStrike - Part#: RR.HOS.ENT.EXPS.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
1 $1,163.91 $1,293.23 $1,293.23
24 Falcon Spotlight
CrowdStrike - Part#: CS.SPOTLT.SOLN.T5.12M
Contract Name: Omnia Partners - IT Solutions
Contract #: 2018011-02
Coverage Term: 7/14/2026 – 7/13/2027
275 $24.94 $8.87 $2,439.25
Subtotal $42,834.13
Shipping $0.00
*Tax $0.00
Total $42,834.13
*Tax is estimated. Invoice will include the full and final tax due.
Additional Comments
This Crowdstrike order is non-cancellable and non-refundable Please note: additional manufacturer terms and conditions may apply. Your inside sales team will reach out to you with updates as needed.
The following bullets apply to all Crowdstrike items on this quote:
Your use of the products and services is governed by the end user terms and conditions located at:
https://www.crowdstrike.com/terms-conditins unless you and CrowdStrike have otherwise executed a different agreement
For the avoidance of doubt, SHI is not a party to the OEM Agreement, nor responsible for any terms of the OEM Agreement Please note, if Emergency Connectivity Funds (ECF) will be used to pay for all or part of this quote, please let us know as we will need to ensure compliance with the funding program.
Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations.
Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.
CITY OF CYPRESS
CITY COUNCIL REPORT
City Council Regular 9.
FROM: Peter Grant, City Manager
DATE: 07/08/2024
SUBJECT: Adopt a Resolution approving the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds with Kroger Co. to Resolve Lawsuits Accusing Pharmacy Chains of Mishandling Opioid Pain Drugs
RECOMMENDATION
Adopt a Resolution authorizing the City to enter into the Settlement Agreement with Kroger Co. to resolve lawsuits accusing pharmacy chains of mishandling opioid pain drugs, agree to the terms of the related State-Subdivision Agreement, and authorize entry into the related State-Subdivision Agreement with the Attorney General.
DISCUSSION
In December 2021, the City Council approved participation in national opioid settlements with drug-makers and distributors (attached). As part of these settlements, the City agreed to a very broad release of opioid-related claims against the settling defendants, which included both known and unknown claims. Amounts allocated to Cypress from this settlement agreement and the proceeds may only be used for opioid remediation activities. Proceeds will be passed on to the County of Orange, who will coordinate remediation activities.
A new nationwide settlement has been reached with Kroger Co. to resolve lawsuits accusing pharmacy chains of mishandling opioid pain drugs. This nationwide settlement is part of a second round of settlements with retail pharmacy companies that followed the 2021 settlements with drug-makers and distributors. In 2023, the City approved similar settlements with Teva, Allergan, CVS, Walgreens, and Walmart.
If the City Council chooses not to participate, Cypress' allocation will be redistributed to other agencies participating in the settlement rather than being passed on to the County of Orange.
BUDGET IMPACT
The actual amount the City will receive (and pass through to the County) from the settlement The actual amount the City will receive (and pass through to the County) from the settlement depends on a variety of factors, including the number of California municipalities participating.
LEGAL REVIEW
The City Attorney has reviewed and approved the attached Resolution.
APPROVED BY: Peter Grant, City Manager
Attachments
Resolution
Settlement Document Package
December 2021 Agenda Item
RESOLUTION NO. ____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CYPRESS
AUTHORIZING THE CITY OF CYPRESS TO ENTER INTO THE
SETTLEMENT AGREEMENT WITH KROGER CO., AGREE TO THE
TERMS OF THE RELATED STATE-SUBDIVISION AGREEMENT, AND
AUTHORIZE ENTRY INTO THE RELATED STATE-SUBDIVISION
AGREEMENT WITH THE ATTORNEY GENERAL
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death, forcing the State of California and California counties and cities to spend billions of dollars each year to address the direct consequences of this crisis; and
WHEREAS, pending in the U.S. District Court for the Northern District of Ohio is a multidistrict litigation (“MDL”) being pursued by numerous public entity plaintiffs against the manufacturers and distributors of various opioids based on the allegation that the defendants’ unlawful conduct caused the opioid epidemic; and WHEREAS on or about March 22 2024, a proposed nationwide tentative settlement was reached between the plaintiffs in the MDL and Kroger Co. (Kroger) and WHEREAS, Kroger shall be referred in this Resolution as “Settling Defendant”; and
WHEREAS, as part of the settlement with the Settling Defendant, local subdivisions, including certain cities, that are not plaintiffs in the MDL may participate in the settlement in exchange for a release of the Settling Defendant; and WHEREAS, copies of the proposed terms of those proposed nationwide settlement have been set forth in the Master Settlement Agreement with the Settling Defendant; and
WHEREAS, copies of the Master Settlement Agreement have been provided to the City Council with this Resolution; and
WHEREAS, the Settlement Agreement provides, among other things, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreement (“California Opioid Funds”); and WHEREAS, California local governments in the MDL have engaged in extensive discussions with the State Attorney General’s Office (“AGO”) as to how the California Opioid Funds will be allocated, which has resulted in the Proposed California State- Subdivision Agreement Regarding Distribution and Use of Settlement Funds (“Allocation Agreements”) from the settlements with the Settling Defendant; and WHEREAS, copies of the Allocation Agreement for all of the settlement with the Settling Defendant have been provided with this Resolution; and WHEREAS, under the Master Settlement Agreement, certain local subdivisions that did not file a lawsuit against the Settlement Defendant may qualify to participate in the settlements and obtain funds from the Abatement Account Fund; and WHEREAS, the City is eligible to participate in the Settlement and become a CA Participating Subdivision; and
WHEREAS, a CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, unless the city elects to take a direct election of the settlement funds, so long as: (a) the county is a CA Participating Subdivision, and (b) the city has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date; and
WHEREAS, it the intent of this Resolution is to authorize the City to enter into the Master Settlement Agreement with the Settling Defendant by executing the Participation Agreement and to enter into the Allocation Agreement by executing the signature pages to those agreements.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Cypress hereby approves and authorizes Peter Grant, City Manager to execute all documents required to settle and release the City’s claims against the Settling Defendant in exchange for the consideration set forth in the Settlement Agreement, Allocation Agreement and all exhibits thereto to be paid through the County of Orange.
BE IT FURTHER RESOLVED that all actions heretofore taken by the City Council of the City of Cypress and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed and approved.
PASSED AND ADOPTED by the City Council of the City of Cypress at a regular meeting held on the ___ day of _____, 2024.
MAYOR OF THE CITY OF CYPRESS
ATTEST:
CITY CLERK OFTHE CITY OF CYPRESS
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
I, ALISHA FARNELL, City Clerk of the City of Cypress, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular meeting of the said City Council held on the __ day of __, 2024, by the following roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
CITY CLERK OF THE CITY OF CYPRESS
New National Opioids Settlement: Kroger
Opioids Implementation Administrator
[email protected]
Cypress city, CA
Reference Number: CL-789672
TO LOCAL POLITICAL SUBDIVISIONS:
THIS PACKAGE CONTAINS DOCUMENTATION TO PARTICIPATE IN THE NEW NATIONAL OPIOIDS SETTLEMENT. YOU MUST TAKE ACTION IN ORDER TO PARTICIPATE.
Deadline: August 12, 2024
A new proposed national opioids settlement (“New National Opioids Settlement”) has been reached with Kroger (“Settling Defendant”). This Participation Package is a follow-up communication to the Notice of National Opioids Settlement recently received electronically by your subdivision.
You are receiving this Participation Package because California is participating in the Kroger settlement.
This electronic envelope contains three attachments:
The Participation Form for the Kroger settlement, including a release of any claims;
California State Subdivision Agreement for Kroger; and Side-letter agreement between California and Kroger
The Participation Form and California State-Subdivision Agreement must be executed, without alteration, and submitted on or before August 12, 2024, in order for your subdivision to be considered for initial participation calculations and payment eligibility.
The side-letter agreement between California and Kroger modifies, as it applies to California, one injunctive relief term contained in Exhibit P, Section IX(5)(1) of the Kroger National Settlement Agreement.
Based upon subdivision participation forms received on or before August 12, 2024, the subdivision participation rate will be used to determine whether participation is sufficient for the settlement to move forward and whether a state earns its maximum potential payment under the settlement. If the settlement moves forward, your release will become effective. If a settlement does not move forward, that release will not become effective.
Any subdivision that does not participate cannot directly share in the settlement funds, even if the subdivision’s state is settling and other participating subdivisions are sharing in settlement funds. Any subdivision that does not participate may also reduce the amount of money for programs to remediate the opioid crisis in its state.
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Please note, a subdivision will not necessarily directly receive settlement funds by participating; decisions on how settlement funds will be allocated within a state are subject to intrastate agreements or state statutes.
You are encouraged to discuss the terms and benefits of the New National Opioids Settlement with your city attorney/county counsel, outside counsel representing your city/county on opioid matters, the Attorney General’s Office, and other contacts within your state. Many states are implementing and allocating funds for this new settlement the same as they did for the prior opioids settlements with McKesson, Cardinal, Cencora (formerly AmerisourceBergen), J&J/Janssen, Teva, Allergan, CVS, Walgreens, and Walmart but states may choose to treat this settlement differently.
Information and documents regarding the New National Opioids Settlement and how it is being implemented in your state and how funds will be allocated within your state can be found on the national settlement website at https://nationalopioidsettlement.com/ and the California Attorney General’s website at https://oag.ca.gov/opioids. This website will be supplemented as additional documents are created. Please also refer to the Side-Letter Agreement with Kroger, which modifies the Kroger National Opioid Settlement’s injunctive relief within the State of California.
How to return signed forms:
There are three methods for returning the executed Participation Form, the California-State Subdivision Agreement (“Subdivision Agreement”), and any supporting documentation to the Implementation Administrator:
(1) Electronic Signature via DocuSign: Executing the Participation Form and the Subdivision Agreement electronically through DocuSign will return the signed form to the Implementation Administrator and associate your form with your subdivision’s records. Electronic signature is the most efficient method for returning the Participation Form and the Subdivision Agreement, allowing for more timely participation and the potential to meet higher settlement payment thresholds, and is therefore strongly encouraged. (2) Manual Signature returned via DocuSign: DocuSign allows forms to be downloaded, signed manually, then uploaded to DocuSign and returned automatically to the Implementation Administrator. Please be sure to complete all fields and note that execution and return of both the Subdivision Agreement and the Participation Form are required for participation in the corresponding settlement. As with electronic signature, returning a manually signed Participation Form and Subdivision Agreement via DocuSign will associate your signed forms with your subdivision’s records. (3) Manual Signature returned via electronic mail: If your subdivision is unable to return an executed Participation Form and Subdivision Agreement using DocuSign, the signed Participation Form and Subdivision Agreement may be returned via electronic mail to [email protected]. Please include the name, state, and reference ID of your subdivision in the body of DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 the email and use the subject line Settlement Participation Form – [Subdivision Name, Subdivision State] – [Reference ID]. Note that execution and return of both the Subdivision Agreement and the Participation Form are required for participation in the corresponding settlement.
Detailed instructions on how to sign and return the Participation Form and Subdivision Agreement, including changing the authorized signer, can be found at https://nationalopioidsettlement.com/. You may also contact [email protected].
The sign-on period for subdivisions ends on August 12, 2024.
If you have any questions about executing the Participation Form, please contact your city attorney/county counsel, outside counsel representing your city/county on opioids matters, the Implementation Administrator at
[email protected], or the California Attorney General’s Office at [email protected].
Thank you,
New National Opioids Settlement Implementation Administrator The Implementation Administrator is retained to provide the settlement notice required by the New National Opioids Settlement and to manage the collection of the Participation Form.
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Subdivision Participation and Release Form
Governmental Entity: Cypress city State: CA
Authorized Signatory: /officialname_kroger/
Address 1: /address1_kroger/
Address 2: /address2_kroger/
City, State, Zip: /cit_kr/ /state_kr/ /zi_kr/
Phone: /phone_kroger/
Email: /email_kroger/
The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated March 22, 2024 (“Kroger Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Kroger Settlement, release all Released Claims against all Released Entities, and agrees as follows.
1. The Governmental Entity is aware of and has reviewed the Kroger Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the Kroger Settlement and become a Participating Subdivision as provided therein.
2. The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at https://nationalopioidsettlement.com/.
3. The Governmental Entity agrees to the terms of the Kroger Settlement pertaining to Participating Subdivisions as defined therein.
4. By agreeing to the terms of the Kroger Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date.
5. The Governmental Entity agrees to use any monies it receives through the Kroger Settlement solely for the purposes provided therein.
6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Kroger Settlement. The Governmental Entity likewise agrees to arbitrate before the National 1 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Arbitration Panel as provided in, and for resolving disputes to the extent otherwise provided in, the Kroger Settlement.
7. The Governmental Entity has the right to enforce the Kroger Settlement as provided therein.
8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Kroger Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Kroger Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Kroger Settlement shall be a complete bar to any Released Claim.
9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Kroger Settlement.
10. In connection with the releases provided for in the Kroger Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads:
General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party.
A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Kroger Settlement.
2 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
11. Nothing herein is intended to modify in any way the terms of the Kroger Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the Kroger Settlement in any respect, the Kroger Settlement controls.
I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity.
Signature: /signer_1_kroger/
Name: /name_1_kroger/
Title: /title_1_kroger/
Date: /date_1_kroger/
3 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Proposed California State-Subdivision Agreement
Regarding Distribution and Use of
Settlement Funds – Kroger Settlement
1. Introduction
Pursuant to the Kroger Settlement Agreement, dated as of March 22, 2024, and any revision thereto as well as any modification thereto entered into by the State of California and Kroger (the “Kroger Settlement Agreement”), including Section V and Exhibit O, the State of California proposes this agreement (the “CA Kroger Allocation Agreement”) to govern the allocation, distribution, and use of Settlement Fund payments made to California pursuant to Sections IV and V of the Kroger Settlement Agreement. For the avoidance of doubt, this agreement does not apply to payments made pursuant to Section IX of the Kroger Settlement Agreement.
Pursuant to Exhibit O, Paragraph 4, of the Kroger Settlement Agreement, acceptance of this CA Kroger Allocation Agreement is a requirement to be an Initial Participating Subdivision.
2. Definitions
a) CA Participating Subdivision means a Participating Subdivision that is also (a) a Plaintiff Subdivision and/or (b) a Primary Subdivision with a population equal to or greater than 10,000. For the avoidance of doubt, eligible CA Participating Subdivisions are those California subdivisions listed in Exhibit C (excluding Litigating Special Districts) and/or Exhibit I to the Kroger Settlement Agreement. b) Allergan Settlement Agreement means the Allergan Settlement Agreement dated November 22, 2022, and any revision thereto.
c) CVS Settlement Agreement means the CVS Settlement Agreement dated December 9, 2022, and any revision thereto as well as any modification thereto entered into by the State of California and CVS.
d) Distributor Settlement Agreement means the Distributor Settlement Agreement dated July 21, 2021, and any revision thereto.
e) Janssen Settlement Agreement means the Janssen Settlement Agreement dated July 21, 2021, and any revision thereto.
f) Teva Settlement Agreement means the Teva Settlement Agreement dated November 22, 2022, and any revision thereto.
g) Walgreens Settlement Agreement means the Walgreens Settlement Agreement dated December 9, 2022, and any revision thereto.
h) Walmart Settlement Agreement means the Walmart Settlement Agreement dated November 14, 2022, and any revision thereto.
i) CA Litigating Special District means a Litigating Special District located in California. CA Litigating Special Districts include Downey Unified School District, 1 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Elk Grove Unified School District, Kern High School District, Montezuma Fire Protection District (located in Stockton, California), Santa Barbara San Luis Obispo Regional Health Authority, Inland Empire Health Plan, Health Plan of San Joaquin, San Leandro Unified School District, Pleasant Valley School District Board, and LA Care Health Plan.
j) Plaintiff Subdivision means a Subdivision located in California, other than a CA Litigating Special District, that filed a lawsuit, on behalf of the Subdivision and/or through an official of the Subdivision on behalf of the People of the State of California, against one or more Opioid Defendants prior to October 1, 2020. k) Opioid Defendant means any defendant (including but not limited to Kroger Co., Walgreen Co., Teva Pharmaceutical Industries Ltd., Allergan Finance, LLC, Allergan Limited, CVS Health Corporation, CVS Pharmacy, Inc., Walmart Inc., Johnson & Johnson, Janssen Pharmaceuticals, Inc., Purdue Pharma L.P., Cardinal Health, Inc., AmerisourceBergen Corporation, and McKesson Corporation) named in a lawsuit seeking damages, abatement, or other remedies related to or caused by the opioid public health crisis in any lawsuit brought by any state or local government on or before October 1, 2020.
3. General Terms
This agreement is subject to the requirements of the Kroger Settlement Agreement, as well as applicable law, and the Kroger Settlement Agreement governs over any inconsistent provision of this CA Kroger Allocation Agreement. Terms used in this CA Kroger Allocation Agreement have the same meaning as in the Kroger Settlement Agreement unless otherwise defined herein.
Pursuant to Section V(D)(1) of the Kroger Settlement Agreement, (a) all Settlement Fund payments will be used for Opioid Remediation, except as allowed by Section V(B)(2) of the Kroger Settlement Agreement; and (b) at least seventy percent (70%) of Settlement Fund payment amounts will be used solely for future Opioid Remediation.
4. State Allocation
The Settlement Fund payments to California,1 pursuant to the Kroger Settlement Agreement, shall be allocated as follows: 15% to the State Fund; 70% to the Abatement Accounts Fund; and 15% to the Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlement Fund shall be combined pursuant to this CA Kroger Allocation Agreement, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund”), and 15% to the California Subdivision Fund (“CA Subdivision Fund”). 1 For purposes of clarity, use of the term “California” refers to the geographic territory of California and the state and its local governments therein. The term “State” or “State of California” refers to the State of California as a governmental unit. 2 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 A. State of California Allocation
Fifteen percent of the total Settlement Fund payments will be allocated to the State and used by the State for future Opioid Remediation.
B. CA Abatement Accounts Fund
i. Allocation of CA Abatement Accounts Funds
a) Seventy percent of the total Settlement Fund payments will be allocated to the CA Abatement Accounts Fund. The funds in the CA Abatement Accounts Fund will be allocated based on the allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804), as adjusted to reflect only those cities and counties that are eligible, based on population or litigation status, to become a CA Participating Subdivision. The percentage from the CA Abatement Accounts Fund allocated to each CA Participating Subdivision is set forth in Appendix 1 in the column entitled abatement percentage (the “Local Allocation”). For the avoidance of doubt, CA Litigating Special Districts and California towns, cities, and counties with a population less than 10,000 are not eligible to receive an allocation of CA Abatement Accounts Funds.
b) A CA Participating Subdivision that is a county, or a city and county, will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision, and will receive payments as provided in the Kroger Settlement Agreement. c) A CA Participating Subdivision that is a city will be allocated its Local Allocation share as of the date on which it becomes a Participating Subdivision. The Local Allocation share for a city that is a CA Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a CA Participating Subdivision, and (b) the city did not elect to receive its share of funds in the National Opioids Settlement with Distributors AmerisourceBergenCorporation, Cardinal Health, Inc., and McKesson Corporation (the “Distributors Settlement”). If a city later changes or has already changed its distribution election in the Distributors Settlement, that change in election will apply here, provided that the change in election is received by the settlement administrator at least 60 days prior to a Payment Date. A Local Allocation share allocated to a city but paid to a county is not required to be spent exclusively for abatement activities in that city, but will become part of the county’s share of the CA Abatement Accounts Funds, which will be used in accordance with Section 4.B.ii (Use of CA Abatement Accounts Funds) and reported on in accordance with Section 4.B.iii (CA Abatement Accounts Fund Oversight).
d) A city within a county that is a CA Participating Subdivision may opt in or out of direct payment at any time, and it may also elect direct payment of only a portion of its share, with the remainder going to the county, by providing notice to the Settlement Fund Administrator at least 60 days prior to a Payment Date. For purposes of this CA Kroger Allocation Agreement, the Cities of Los Angeles, Oakland, San Diego, San Jose and 3 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 Eureka will be deemed to have elected direct payment if they become Participating Subdivisions.
e) The State will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
f) Funds received by a CA Participating Subdivision, and not expended or encumbered within five years of receipt and in accordance with the Kroger Settlement Agreement and this CA Kroger Allocation Agreement shall be transferred to the State; provided however, that CA Participating Subdivisions have seven years to expend or encumber CA Abatement Accounts Funds designated to support capital outlay projects before they must be transferred to the State. This provision shall not apply to the Cost Reimbursement Funds, which shall be controlled by Appendix 2.
ii. Use of CA Abatement Accounts Funds
a) The CA Abatement Accounts Funds will be used for future Opioid Remediation in one or more of the areas described in the List of Opioid Remediation Uses, which is Exhibit E to the Kroger Settlement Agreement.
b) In addition to this requirement, no less than 50% of the funds received by a CA Participating Subdivision from the Abatement Accounts Fund in each calendar year will be used for one or more of the following High Impact Abatement Activities:
(1) the provision of matching funds or operating costs for substance use disorder facilities within the Behavioral Health Continuum Infrastructure Program; (2) creating new or expanded Substance Use Disorder (“SUD”) treatment infrastructure; (3) addressing the needs of communities of color and vulnerable populations (including sheltered and unsheltered homeless populations) that are disproportionately impacted by SUD;
(4) diversion of people with SUD from the justice system into treatment, including by providing training and resources to first and early responders (sworn and non-sworn) and implementing best practices for outreach, diversion and deflection, employability, restorative justice, and harm reduction; (5) interventions to prevent drug addiction in vulnerable youth, including but not limited to, youth in foster care, juvenile justice-impacted youth, youth experiencing adversities related to socioeconomic status, and unhoused youth; and/or (6) the purchase of naloxone for distribution and efforts to expand access to naloxone for opioid overdose reversals.
4 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 c) The California Department of Health Care Services (“DHCS”) may add to this list (but not delete from it) by designating additional High Impact Abatement Activities. DHCS will make reasonable efforts to consult with stakeholders, including the CA Participating Subdivisions, before adding additional High Impact Abatement Activities to this list. d) For the avoidance of doubt, and subject to the requirements of the Kroger Settlement Agreement and applicable law, CA Participating Subdivisions may form agreements or ventures, or otherwise work in collaboration with, federal, state, local, tribal or private sector entities in pursuing Opioid Remediation activities funded from the CA Abatement Accounts Fund. Further, provided that all CA Abatement Accounts Funds are used for Opioid Remediation consistent with the Kroger Settlement Agreement and this CA Kroger Allocation Agreement, a county and any cities or towns within the county may agree to reallocate their respective shares of the CA Abatement Accounts Funds among themselves, provided that any direct distribution may only be to a CA Participating Subdivision and any CA Participating Subdivision must agree to their share being reallocated.
iii. CA Abatement Accounts Fund Oversight
a) Pursuant to Section 5 below, CA Participating Subdivisions receiving settlement funds must prepare and file reports annually regarding the use of those funds. DHCS may regularly review the reports prepared by CA Participating Subdivisions about the use of CA Abatement Accounts Funds for compliance with the Kroger Settlement Agreement and this CA Kroger Allocation Agreement.
b) If DHCS determines that a CA Participating Subdivision’s use of CA Abatement Accounts Funds is inconsistent with the Kroger Settlement Agreement or this CA Kroger Allocation Agreement, whether through review of reports or information from any other sources, DHCS shall send a request to meet and confer with the CA Participating Subdivision. The parties shall meet and confer in an effort to resolve the concern. c) If the parties are unable to reach a resolution, DHCS may conduct an audit of the Subdivision’s use of the CA Abatement Accounts Funds within one year of the request to meet and confer, unless the parties mutually agree in writing to extend the meet and confer time frame.
d) If the concern still cannot be resolved, the State may bring a motion or action in the court where the State has filed its Consent Judgment to resolve the concern or otherwise enforce the requirements of the Kroger Settlement Agreement or this CA Kroger Allocation Agreement. However, in no case shall any audit be conducted, or motion be brought, as to a specific expenditure of funds, more than five years after the date on which the expenditure of the funds was reported to DHCS, in accordance with this agreement.
5 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 e) Notwithstanding the foregoing, this Agreement does not limit the statutory or constitutional authority of any state or local agency or official to conduct audits, investigations, or other oversight activities, or to pursue administrative, civil, or criminal enforcement actions.
C. CA Subdivision Fund
i. Fifteen percent of the total Settlement Fund payments will be allocated to the CA Subdivision Fund. All funds in the CA Subdivision Fund will be allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions. The funds will be used, subject to any limits imposed by the Kroger Settlement Agreement and this CA Kroger Allocation Agreement, to fund future Opioid Remediation and reimburse past opioidrelated expenses, which may include fees and expenses related to litigation, and to pay the reasonable fees and expenses of the Special Master as set forth in Appendix 2.
The CA Subdivision Funds will be allocated as follows:
a) First, funds in the CA Subdivision Fund shall be used to pay the Special Master’s reasonable fees and expenses in accordance with the procedures and limitations set forth in Appendix 2 to this document;
b) Second, funds will be allocated to Plaintiff Subdivisions that are Initial Participating Subdivisions that have been awarded Costs, as defined by and in accordance with the procedures and limitations set forth in Appendix 2 to this document. c) Funds remaining in the CA Subdivision Fund, which shall consist of no less than 50% of the total CA Subdivision Fund received in any year pursuant to Appendix 2, Section 2.c.v, will be distributed to Plaintiff Subdivisions that are Initial Participating Subdivisions, in relative proportion to the Local Allocation. These funds shall be used to fund future opioid-related projects and to reimburse past opioid-related expenses, which may include fees and expenses related to litigation against any Opioid Defendant.
D. Provision for State Back-Stop Agreement
On August 6, 2021, Judge Dan Polster of the U.S. District Court, Northern District of Ohio, Eastern Division, issued an order (ECF Docket Number 3814) (“MDL Fees Order”) in the National Prescription Opiate Litigation (MDL No. 2804) “cap[ping] all applicable contingent fee agreements at 15%.” Private counsel representing Plaintiff Subdivisions should seek its contingency fees and costs from the Attorney Fee Fund or Cost Funds under the Kroger Settlement Agreement, and, if applicable, the Teva Settlement Agreement, Allergan Settlement Agreement, CVS Settlement Agreement, Distributor Settlement Agreement, Janssen Settlement Agreement, and Walmart Settlement Agreement.
A Plaintiff Subdivision may separately agree to use its share of the CA Subdivision Fund to pay for fees or costs incurred by its contingency-fee counsel (“State Back-Stop Agreement”), 6 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 pursuant to Exhibit R, section I(CC), of the Kroger Settlement Agreement and the MDL Fees Order, so long as such contingency fees do not exceed a total contingency fee of 15% of the total gross recovery of the Plaintiff Subdivision pursuant to the Kroger Settlement, inclusive of contingency fees from the national Attorney Fee Fund and this State Back-Stop Agreement.
Before seeking fees or litigation costs and expenses from a State Back-Stop Agreement, private counsel representing Plaintiff Subdivisions must first seek contingency fees and costs from the Attorney Fee Fund or Cost Funds created under the Kroger Settlement Agreement. Further, private counsel may only seek reimbursement for litigation fees and costs that have not previously been reimbursed through prior settlements or judgments.
To effectuate a State Back-Stop Agreement pursuant to this section, an agreement in the form of Appendix 3 may be entered into by a Plaintiff Subdivision, private counsel, and the California Office of the Attorney General. The California Office of the Attorney General shall, upon the request of a Plaintiff Subdivision, execute any agreement executed by a Plaintiff Subdivision and its private counsel if it is in the form of Appendix 3. The California Office of the Attorney General will also consider requests from Plaintiff Subdivisions to execute and enter into agreements presented in other forms.
For the avoidance of doubt, this agreement does not require a Plaintiff Subdivision to request or enter into a State Back-Stop Agreement, and no State Back-Stop Agreement shall impose any duty or obligation on the State of California or any of its agencies or officers, including without limitation the Attorney General.
5. State and Subdivision Reporting
a) DHCS will prepare an annual written report regarding the State’s use of funds from the settlement until those funds are fully expended and for one year thereafter. These reports will be made publicly available on the DHCS web site.
b) Each CA Participating Subdivision that receives payments of funds from the settlement will prepare written reports at least annually regarding the use of those funds, until those funds are fully expended and for one year thereafter. These reports will also include a certification that all funds that the CA Participating Subdivision has received through the settlement have been used in compliance with the Kroger Settlement Agreement and this CA Kroger Allocation Agreement. The report will be in a form reasonably determined by DHCS. Prior to specifying the form of the report DHCS will confer with representatives of the Plaintiff Subdivisions.
c) The State and all CA Participating Subdivisions receiving CA Abatement Accounts Funds will track all deposits and expenditures. Each such subdivision is responsible solely for the CA Abatement Accounts Funds it receives. A county is not responsible for oversight, reporting, or monitoring of CA Abatement Accounts Funds received by a city within that county that receives direct payment. Unless otherwise exempt, Subdivisions’ expenditures and uses of CA Abatement Accounts Funds and other Settlement Funds will be subject to the normal budgetary and expenditure process of the Subdivision. 7 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 d) Each Plaintiff Subdivision receiving CA Subdivision Funds will track all deposits and expenditures, as required by the Kroger Settlement Agreement and this CA Kroger Allocation Agreement. Among other things, Plaintiff Subdivisions using monies from the CA Subdivision Fund for purposes that do not qualify as Opioid Remediation must identify and include in their annual report, the amount and how such funds were used, including if used to pay attorneys’ fees, investigation costs, or litigation costs. Pursuant to Section V(B)(2) of the Kroger Settlement Agreement, such information must also be reported to the Settlement Fund Administrator and Kroger. e) In each year in which DHCS prepares an annual report DHCS will also host a meeting to discuss the annual report and the Opioid Remediation activities being carried out by the State and Participating Subdivisions.
6. Miscellaneous
a) The State or any CA Participating Subdivision may bring a motion or action in the court where the State has filed its Consent Judgment to enforce the requirements of this CA Kroger Allocation Agreement. Before filing such a motion or action the State will meet and confer with any CA Participating Subdivision that is the subject of the anticipated motion or action, and vice versa.
b) Except as provided in the Kroger Settlement Agreement, this CA Kroger Allocation Agreement is not enforceable by any party other than the State and the CA Participating Subdivisions. It does not confer any rights or remedies upon, and shall not be enforceable by, any third party.
c) Except as provided in the CA Kroger Allocation Agreement, if any provision of this agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this agreement, or the application of such provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this agreement will be valid and enforceable to the fullest extent permitted by law. d) Except as provided in the Kroger Settlement Agreement, this agreement shall be governed by and interpreted in accordance with the laws of California. 8 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 The undersigned, Cypress city, ACKNOWLEDGES acceptance of this Proposed California StateSubdivision Agreement Regarding Distribution and Use of Settlement Funds – Kroger Settlement is a requirement to be an Initial Participating Subdivision in the Kroger Settlement and ACCEPTS this Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds – Kroger Settlement. EXECUTED on /date_1_kroger/.
Signature: /signer_1_kroger/
Name: /name_1_kroger/
Title: /title_1_kroger/
Date: /date_1_kroger/
9 DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
DISCLAIMER: The allocation percentages herein are estimates only and should not be relied on for decisions regarding legal rights, releases, waivers, or other decisions affecting current or potential legal claims. Percentages shown in the Plaintiff Subdivision Percentage column may change pursuant to Section 4.C. of the California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Kroger Settlement, whereas the percentages shown in the Abatement Percentage column should not change. Participating Subdivisions, underlying calculations, and the calculated allocation percentages are subject to change.
Regarding the column herein entitled “Abatement Percentage,” pursuant to Section 4.B.e., the State of California will receive the Local Allocation share of any payment to the Settlement Fund that is attributable to a county or city that is eligible to become a CA Participating Subdivision, but that has not, as of the date of that payment to the Settlement Fund, become a Participating Subdivision.
Regarding the column herein entitled “Plaintiff Subdivision Percentage,” payments allocated to a Plaintiff Subdivision, which is not an Initial Participating Subdivision, will be re-allocated among the Plaintiff Subdivisions that are Initial Participating Subdivisions.
Regarding the column herein entitled “Abatement Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Abatement Account Funds received, pursuant to Section 4.B. Regarding the column herein entitled “Plaintiff Subdivision Percentage,” the annotation of “100%” refers to one-hundred percent (100%) of the California Subdivision Funds received, pursuant to Section 4.C. Regarding the column herein entitled “Weighted Allocation Percentage,” the annotation of “100%” refers to onehundred percent (100%) of the combined and weighted allocation of the Abatement Percentage and the Plaintiff Subdivision Percentage.
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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100.000% 100.000% 100.000%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
County Alameda County Alameda 2.332% 2.853% 2.4237952%
City Alameda Alameda 0.069% 0.0570162%
City Albany Alameda 0.013% 0.0107768%
City Berkeley Alameda 0.152% 0.1249656%
City Dublin Alameda 0.033% 0.040% 0.0338810%
City Emeryville Alameda 0.023% 0.0185765%
City Fremont Alameda 0.108% 0.0888576%
City Hayward Alameda 0.117% 0.0966218%
City Livermore Alameda 0.054% 0.0446740%
City Newark Alameda 0.026% 0.0217626%
City Oakland Alameda 0.486% 0.595% 0.5055601%
City Piedmont Alameda 0.014% 0.0114064%
City Pleasanton Alameda 0.067% 0.0554547%
City San Leandro Alameda 0.039% 0.0321267%
City Union City Alameda 0.043% 0.0352484%
County Amador County Amador 0.226% 0.277% 0.2349885%
County Butte County Butte 1.615% 1.975% 1.6783178%
City Chico Butte 0.216% 0.264% 0.2246499%
City Oroville Butte 0.079% 0.0646595%
County Calaveras County Calaveras 0.226% 0.277% 0.2351644% County Colusa County Colusa 0.059% 0.0489221%
County Contra Costa County Contra Costa 2.102% 2.571% 2.1844585% City Antioch Contra Costa 0.037% 0.0301879%
City Brentwood Contra Costa 0.026% 0.0215339%
City Clayton Contra Costa 0.002% 0.0018060%
City Concord Contra Costa 0.055% 0.0456676%
City Danville Contra Costa 0.010% 0.0082255%
City El Cerrito Contra Costa 0.023% 0.0189024%
City Hercules Contra Costa 0.010% 0.0078273%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Lafayette Contra Costa 0.006% 0.0046030%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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City Martinez Contra Costa 0.012% 0.0098593%
City Moraga Contra Costa 0.004% 0.0031007%
City Oakley Contra Costa 0.010% 0.0079416%
City Orinda Contra Costa 0.005% 0.0038157%
City Pinole Contra Costa 0.013% 0.0110909%
City Pittsburg Contra Costa 0.053% 0.0436369%
City Pleasant Hill Contra Costa 0.013% 0.0106309%
City Richmond Contra Costa 0.146% 0.1201444%
City San Pablo Contra Costa 0.018% 0.0148843%
City San Ramon Contra Costa 0.021% 0.0176459%
City Walnut Creek Contra Costa 0.026% 0.0212132%
County Del Norte County Del Norte 0.114% 0.140% 0.1189608% County El Dorado County El Dorado 0.768% 0.939% 0.7980034% City Placerville El Dorado 0.015% 0.0127642%
City South Lake Tahoe El Dorado 0.081% 0.0665456%
County Fresno County Fresno 1.895% 2.318% 1.9693410%
City Clovis Fresno 0.065% 0.0536211%
City Coalinga Fresno 0.012% 0.0098554%
City Fresno Fresno 0.397% 0.3270605%
City Kerman Fresno 0.005% 0.0042534%
City Kingsburg Fresno 0.008% 0.0066167%
City Mendota Fresno 0.002% 0.0019387%
City Orange Cove Fresno 0.004% 0.0035607%
City Parlier Fresno 0.008% 0.0069755%
City Reedley Fresno 0.012% 0.0098804%
City Sanger Fresno 0.018% 0.0146135%
City Selma Fresno 0.015% 0.0127537%
County Glenn County Glenn 0.107% 0.131% 0.1116978%
County Humboldt County Humboldt 1.030% 1.260% 1.0703185% Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Arcata Humboldt 0.054% 0.0447660%
City Eureka Humboldt 0.117% 0.143% 0.1216284%
City Fortuna Humboldt 0.032% 0.0266837%
County Imperial County Imperial 0.258% 0.315% 0.2679006% DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City Brawley Imperial 0.011% 0.0087986%
City Calexico Imperial 0.019% 0.0152799%
City El Centro Imperial 0.158% 0.1302522%
City Imperial Imperial 0.006% 0.0048791%
County Inyo County Inyo 0.073% 0.089% 0.0754413%
County Kern County Kern 2.517% 3.079% 2.6159145%
City Arvin Kern 0.006% 0.0046425%
City Bakersfield Kern 0.212% 0.1747198%
City California City Kern 0.009% 0.0070820%
City Delano Kern 0.030% 0.0249316%
City McFarland Kern 0.003% 0.0025644%
City Ridgecrest Kern 0.015% 0.0120938%
City Shafter Kern 0.013% 0.0103417%
City Tehachapi Kern 0.009% 0.0073580%
City Wasco Kern 0.008% 0.0069861%
County Kings County Kings 0.293% 0.2413469%
City Avenal Kings 0.007% 0.0056335%
City Corcoran Kings 0.013% 0.0107032%
City Hanford Kings 0.027% 0.0226038%
City Lemoore Kings 0.016% 0.0131900%
County Lake County Lake 0.795% 0.6545389%
City Clearlake Lake 0.041% 0.050% 0.0426253%
City Lakeport Lake 0.021% 0.026% 0.0222964%
County Lassen County Lassen 0.319% 0.391% 0.3320610%
City Susanville Lassen 0.027% 0.0219295%
County Los Angeles County Los Angeles 13.896% 16.999% 14.4437559% Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Agoura Hills Los Angeles 0.005% 0.0040024%
City Alhambra Los Angeles 0.042% 0.0343309%
City Arcadia Los Angeles 0.033% 0.0267718%
City Artesia Los Angeles 0.001% 0.0005100%
City Azusa Los Angeles 0.026% 0.0210857%
City Baldwin Park Los Angeles 0.027% 0.0218520%
City Bell Los Angeles 0.008% 0.0068783%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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City Bellflower Los Angeles 0.002% 0.0014485%
City Bell Gardens Los Angeles 0.014% 0.0114301%
City Beverly Hills Los Angeles 0.065% 0.0534897%
City Burbank Los Angeles 0.100% 0.0823132%
City Calabasas Los Angeles 0.006% 0.0048948%
City Carson Los Angeles 0.019% 0.0159805%
City Cerritos Los Angeles 0.005% 0.0039682%
City Claremont Los Angeles 0.010% 0.0082584%
City Commerce Los Angeles 0.000% 0.0002971%
City Compton Los Angeles 0.044% 0.0361882%
City Covina Los Angeles 0.028% 0.0229127%
City Cudahy Los Angeles 0.001% 0.0006020%
City Culver City Los Angeles 0.055% 0.0449894%
City Diamond Bar Los Angeles 0.001% 0.0006993%
City Downey Los Angeles 0.052% 0.0429994%
City Duarte Los Angeles 0.003% 0.0027261%
City El Monte Los Angeles 0.031% 0.038% 0.0318985%
City El Segundo Los Angeles 0.033% 0.0268020%
City Gardena Los Angeles 0.034% 0.0278088%
City Glendale Los Angeles 0.166% 0.1366586%
City Glendora Los Angeles 0.016% 0.0134411%
City Hawaiian Gardens Los Angeles 0.005% 0.0040549%
City Hawthorne Los Angeles 0.050% 0.0407833%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Hermosa Beach Los Angeles 0.018% 0.0145307%
City Huntington Park Los Angeles 0.023% 0.0190667%
City Inglewood Los Angeles 0.059% 0.0489195%
City La Cañada Flintridge Los Angeles 0.003% 0.0025565% City Lakewood Los Angeles 0.005% 0.0039971%
City La Mirada Los Angeles 0.010% 0.0081572%
City Lancaster Los Angeles 0.045% 0.0369689%
City La Puente Los Angeles 0.002% 0.0012999%
City La Verne Los Angeles 0.024% 0.0194190%
City Lawndale Los Angeles 0.002% 0.0017731%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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City Lomita Los Angeles 0.004% 0.0031940%
City Long Beach Los Angeles 0.439% 0.3614151%
City Los Angeles Los Angeles 2.715% 3.321% 2.8218811%
City Lynwood Los Angeles 0.016% 0.0134345%
City Malibu Los Angeles 0.002% 0.0019269%
City Manhattan Beach Los Angeles 0.032% 0.0260686%
City Maywood Los Angeles 0.004% 0.0035528%
City Monrovia Los Angeles 0.031% 0.0254455%
City Montebello Los Angeles 0.030% 0.0250670%
City Monterey Park Los Angeles 0.031% 0.0256677%
City Norwalk Los Angeles 0.031% 0.0258228%
City Palmdale Los Angeles 0.046% 0.0375827%
City Palos Verdes Estates Los Angeles 0.006% 0.0053102% City Paramount Los Angeles 0.011% 0.0091483%
City Pasadena Los Angeles 0.146% 0.1200524%
City Pico Rivera Los Angeles 0.022% 0.0183333%
City Pomona Los Angeles 0.111% 0.0911933%
City Rancho Palos Verdes Los Angeles 0.002% 0.0012645%
City Redondo Beach Los Angeles 0.062% 0.0506992%
City Rosemead Los Angeles 0.003% 0.0028260%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City San Dimas Los Angeles 0.003% 0.0022016%
City San Fernando Los Angeles 0.013% 0.0104837%
City San Gabriel Los Angeles 0.018% 0.0147726%
City San Marino Los Angeles 0.009% 0.0073791%
City Santa Clarita Los Angeles 0.022% 0.0178167%
City Santa Fe Springs Los Angeles 0.031% 0.0257531%
City Santa Monica Los Angeles 0.158% 0.1298513%
City Sierra Madre Los Angeles 0.006% 0.0048646%
City Signal Hill Los Angeles 0.010% 0.0084884%
City South El Monte Los Angeles 0.005% 0.0039603%
City South Gate Los Angeles 0.020% 0.0166272%
City South Pasadena Los Angeles 0.012% 0.0095334%
City Temple City Los Angeles 0.005% 0.0039498%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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City Torrance Los Angeles 0.112% 0.0919820%
City Walnut Los Angeles 0.006% 0.0047305%
City West Covina Los Angeles 0.049% 0.0404521%
City West Hollywood Los Angeles 0.013% 0.0108517%
City Whittier Los Angeles 0.032% 0.0260581%
County Madera County Madera 0.349% 0.427% 0.3630669%
City Chowchilla Madera 0.012% 0.0097332%
City Madera Madera 0.039% 0.0318441%
County Marin County Marin 0.564% 0.690% 0.5861325%
City Larkspur Marin 0.015% 0.0124697%
City Mill Valley Marin 0.020% 0.0168401%
City Novato Marin 0.028% 0.0229824%
City San Anselmo Marin 0.009% 0.0078062%
City San Rafael Marin 0.089% 0.0729823%
County Mariposa County Mariposa 0.084% 0.103% 0.0876131% County Mendocino County Mendocino 0.439% 0.536% 0.4558394% City Ukiah Mendocino 0.039% 0.0317153%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
County Merced County Merced 0.551% 0.674% 0.5724262%
City Atwater Merced 0.024% 0.0195846%
City Livingston Merced 0.006% 0.0045873%
City Los Banos Merced 0.020% 0.0165142%
City Merced Merced 0.061% 0.0500762%
County Modoc County Modoc 0.065% 0.080% 0.0678250%
County Mono County Mono 0.023% 0.029% 0.0242606%
County Monterey County Monterey 0.908% 1.111% 0.9437083% City Greenfield Monterey 0.006% 0.0050552%
City King City Monterey 0.005% 0.0037355%
City Marina Monterey 0.017% 0.0144098%
City Monterey Monterey 0.041% 0.0336540%
City Pacific Grove Monterey 0.009% 0.0074842%
City Salinas Monterey 0.094% 0.0776576%
City Seaside Monterey 0.023% 0.0191772%
City Soledad Monterey 0.007% 0.0060870%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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County Napa County Napa 0.288% 0.352% 0.2994325%
City American Canyon Napa 0.017% 0.0136869%
City Napa Napa 0.078% 0.0642783%
County Nevada County Nevada 0.441% 0.539% 0.4579827%
City Grass Valley Nevada 0.024% 0.0197805%
City Truckee Nevada 0.003% 0.0023843%
County Orange County Orange 4.364% 5.339% 4.5363576%
City Aliso Viejo Orange 0.014% 0.0113841%
City Anaheim Orange 0.554% 0.678% 0.5759282%
City Brea Orange 0.086% 0.0708897%
City Buena Park Orange 0.087% 0.0714352%
City Costa Mesa Orange 0.124% 0.152% 0.1288366%
City Cypress Orange 0.033% 0.0271937%
City Dana Point Orange 0.001% 0.0005560%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Fountain Valley Orange 0.055% 0.0455980%
City Fullerton Orange 0.137% 0.168% 0.1425744%
City Garden Grove Orange 0.213% 0.1752482%
City Huntington Beach Orange 0.247% 0.302% 0.2568420%
City Irvine Orange 0.139% 0.170% 0.1442350%
City Laguna Beach Orange 0.047% 0.058% 0.0493043%
City Laguna Hills Orange 0.014% 0.0115457%
City Laguna Niguel Orange 0.001% 0.0007071%
City Laguna Woods Orange 0.001% 0.0006546%
City La Habra Orange 0.060% 0.073% 0.0621049%
City Lake Forest Orange 0.012% 0.0101249%
City La Palma Orange 0.012% 0.0095439%
City Los Alamitos Orange 0.008% 0.0069190%
City Mission Viejo Orange 0.014% 0.0117560%
City Newport Beach Orange 0.179% 0.1470134%
City Orange Orange 0.150% 0.1231320%
City Placentia Orange 0.029% 0.035% 0.0298912%
City Rancho Santa Margarita Orange 0.001% 0.0006296%
City San Clemente Orange 0.008% 0.010% 0.0086083%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
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City San Juan Capistrano Orange 0.008% 0.0065510%
City Santa Ana Orange 0.502% 0.614% 0.5213866%
City Seal Beach Orange 0.020% 0.0165891%
City Stanton Orange 0.035% 0.0291955%
City Tustin Orange 0.073% 0.0600341%
City Westminster Orange 0.104% 0.127% 0.1082721%
City Yorba Linda Orange 0.044% 0.0362223%
County Placer County Placer 1.045% 1.278% 1.0861002%
City Auburn Placer 0.017% 0.0141114%
City Lincoln Placer 0.031% 0.0255599%
City Rocklin Placer 0.076% 0.0625485%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Roseville Placer 0.196% 0.1616559%
County Plumas County Plumas 0.205% 0.251% 0.2128729%
County Riverside County Riverside 4.534% 5.547% 4.7128296% City Banning Riverside 0.017% 0.0143848%
City Beaumont Riverside 0.021% 0.0171135%
City Blythe Riverside 0.012% 0.0096714%
City Canyon Lake Riverside 0.000% 0.0001761%
City Cathedral City Riverside 0.067% 0.0553614%
City Coachella Riverside 0.021% 0.0173054%
City Corona Riverside 0.147% 0.1207083%
City Desert Hot Springs Riverside 0.024% 0.0200433%
City Eastvale Riverside 0.000% 0.0002747%
City Hemet Riverside 0.051% 0.0421792%
City Indio Riverside 0.056% 0.0457794%
City Jurupa Valley Riverside 0.001% 0.0008991%
City Lake Elsinore Riverside 0.021% 0.0172949%
City La Quinta Riverside 0.063% 0.0516732%
City Menifee Riverside 0.032% 0.0260909%
City Moreno Valley Riverside 0.137% 0.1130348%
City Murrieta Riverside 0.048% 0.059% 0.0497423%
City Norco Riverside 0.016% 0.0134542%
City Palm Desert Riverside 0.083% 0.0682465%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City Palm Springs Riverside 0.076% 0.0629862%
City Perris Riverside 0.009% 0.0076774%
City Rancho Mirage Riverside 0.052% 0.0431098%
City Riverside Riverside 0.268% 0.2206279%
City San Jacinto Riverside 0.010% 0.0085936%
City Temecula Riverside 0.022% 0.0180086%
City Wildomar Riverside 0.008% 0.0062500%
County Sacramento County Sacramento 3.797% 4.645% 3.9465887% Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Citrus Heights Sacramento 0.057% 0.0465312%
City Elk Grove Sacramento 0.130% 0.1066994%
City Folsom Sacramento 0.108% 0.0890850%
City Galt Sacramento 0.017% 0.0143704%
City Rancho Cordova Sacramento 0.008% 0.0067679%
City Sacramento Sacramento 0.721% 0.882% 0.7496530%
County San Benito County San Benito 0.106% 0.130% 0.1101417% City Hollister San Benito 0.027% 0.0225355%
County San Bernardino County San Bernardino 3.259% 3.987% 3.3878124% City Adelanto San Bernardino 0.008% 0.0066640%
City Apple Valley San Bernardino 0.025% 0.0207360%
City Barstow San Bernardino 0.015% 0.0122056%
City Chino San Bernardino 0.064% 0.0525893%
City Chino Hills San Bernardino 0.001% 0.0006388%
City Colton San Bernardino 0.031% 0.0253443%
City Fontana San Bernardino 0.112% 0.0920543%
City Grand Terrace San Bernardino 0.006% 0.0051051%
City Hesperia San Bernardino 0.035% 0.0291522%
City Highland San Bernardino 0.004% 0.0029061%
City Loma Linda San Bernardino 0.009% 0.0071188%
City Montclair San Bernardino 0.039% 0.0322108%
City Ontario San Bernardino 0.179% 0.1472934%
City Rancho Cucamonga San Bernardino 0.084% 0.0689431%
City Redlands San Bernardino 0.057% 0.0469150%
City Rialto San Bernardino 0.073% 0.0603206%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City San Bernardino San Bernardino 0.178% 0.1461880%
City Twentynine Palms San Bernardino 0.002% 0.0012605%
City Upland San Bernardino 0.052% 0.0424460%
City Victorville San Bernardino 0.033% 0.0269400%
City Yucaipa San Bernardino 0.016% 0.0128772%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Yucca Valley San Bernardino 0.003% 0.0021228%
County San Diego County San Diego 5.706% 6.980% 5.9309748% City Carlsbad San Diego 0.128% 0.1050485%
City Chula Vista San Diego 0.189% 0.231% 0.1961456%
City Coronado San Diego 0.044% 0.0359095%
City El Cajon San Diego 0.113% 0.0933582%
City Encinitas San Diego 0.061% 0.074% 0.0630289%
City Escondido San Diego 0.145% 0.1192204%
City Imperial Beach San Diego 0.014% 0.0118283%
City La Mesa San Diego 0.055% 0.068% 0.0575593%
City Lemon Grove San Diego 0.022% 0.0183911%
City National City San Diego 0.080% 0.0656808%
City Oceanside San Diego 0.213% 0.1753428%
City Poway San Diego 0.062% 0.0511040%
City San Diego San Diego 1.975% 2.416% 2.0531169%
City San Marcos San Diego 0.089% 0.0733897%
City Santee San Diego 0.033% 0.0268401%
City Solana Beach San Diego 0.017% 0.0138564%
City Vista San Diego 0.052% 0.0425144%
Consolidated San Francisco San Francisco 3.026% 3.702% 3.1457169% County San Joaquin County San Joaquin 1.680% 2.055% 1.7460399% City Lathrop San Joaquin 0.009% 0.0075394%
City Lodi San Joaquin 0.053% 0.0439484%
City Manteca San Joaquin 0.054% 0.0443454%
City Ripon San Joaquin 0.013% 0.0104219%
City Stockton San Joaquin 0.313% 0.383% 0.3256176%
City Tracy San Joaquin 0.084% 0.0692047%
County San Luis Obispo County San Luis Obispo 0.816% 0.999% 0.8484126% DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City Arroyo Grande San Luis Obispo 0.024% 0.0199053%
City Atascadero San Luis Obispo 0.029% 0.0240680%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City El Paso de Robles (Paso Robles) San Luis Obispo 0.043% 0.0353456% City Grover Beach San Luis Obispo 0.017% 0.0137881%
City Morro Bay San Luis Obispo 0.020% 0.0160922%
City San Luis Obispo San Luis Obispo 0.077% 0.0637841%
County San Mateo County San Mateo 1.074% 1.313% 1.1159599% City Belmont San Mateo 0.021% 0.0169860%
City Burlingame San Mateo 0.019% 0.0152537%
City Daly City San Mateo 0.044% 0.0363880%
City East Palo Alto San Mateo 0.013% 0.0103982%
City Foster City San Mateo 0.020% 0.0166101%
City Half Moon Bay San Mateo 0.004% 0.0031638%
City Hillsborough San Mateo 0.013% 0.0110029%
City Menlo Park San Mateo 0.015% 0.0126209%
City Millbrae San Mateo 0.013% 0.0105836%
City Pacifica San Mateo 0.016% 0.0130625%
City Redwood City San Mateo 0.056% 0.0463511%
City San Bruno San Mateo 0.021% 0.0172161%
City San Carlos San Mateo 0.013% 0.0108885%
City San Mateo San Mateo 0.052% 0.0425841%
City South San Francisco San Mateo 0.043% 0.0353943%
County Santa Barbara County Santa Barbara 1.132% 1.385% 1.1768968% City Carpinteria Santa Barbara 0.001% 0.0008938%
City Goleta Santa Barbara 0.004% 0.0028969%
City Lompoc Santa Barbara 0.047% 0.0389379%
City Santa Barbara Santa Barbara 0.122% 0.1004559%
City Santa Maria Santa Barbara 0.058% 0.0479179%
County Santa Clara County Santa Clara 2.404% 2.941% 2.4987553% City Campbell Santa Clara 0.014% 0.0112566%
City Cupertino Santa Clara 0.008% 0.0066824%
City Gilroy Santa Clara 0.025% 0.0202891%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
APPENDIX
1 12 of 15
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Los Altos Santa Clara 0.013% 0.0103338%
City Los Gatos Santa Clara 0.013% 0.0103220%
City Milpitas Santa Clara 0.036% 0.0298120%
City Morgan Hill Santa Clara 0.015% 0.0124619%
City Mountain View Santa Clara 0.041% 0.0334608%
City Palo Alto Santa Clara 0.039% 0.0323080%
City San Jose Santa Clara 0.294% 0.360% 0.3054960%
City Santa Clara Santa Clara 0.067% 0.0549723%
City Saratoga Santa Clara 0.004% 0.0034161%
City Sunnyvale Santa Clara 0.053% 0.0434069%
County Santa Cruz County Santa Cruz 0.783% 0.957% 0.8135396% City Capitola Santa Cruz 0.020% 0.0168191%
City Santa Cruz Santa Cruz 0.143% 0.1180348%
City Scotts Valley Santa Cruz 0.015% 0.0126525%
City Watsonville Santa Cruz 0.063% 0.0520136%
County Shasta County Shasta 1.095% 1.339% 1.1380191%
City Anderson Shasta 0.024% 0.0198896%
City Redding Shasta 0.284% 0.2334841%
City Shasta Lake Shasta 0.004% 0.0031993%
County Siskiyou County Siskiyou 0.228% 0.279% 0.2373393% County Solano County Solano 0.760% 0.6260795%
City Benicia Solano 0.031% 0.0253903%
City Dixon Solano 0.016% 0.0130849%
City Fairfield Solano 0.109% 0.0897317%
City Suisun City Solano 0.021% 0.0176183%
City Vacaville Solano 0.119% 0.0976497%
City Vallejo Solano 0.167% 0.1373644%
County Sonoma County Sonoma 1.218% 1.490% 1.2661290%
City Healdsburg Sonoma 0.032% 0.0266929%
City Petaluma Sonoma 0.081% 0.0667507%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City Rohnert Park Sonoma 0.041% 0.0340759%
City Santa Rosa Sonoma 0.184% 0.1519070%
City Sonoma Sonoma 0.022% 0.0183438%
City Windsor Sonoma 0.016% 0.0129298%
County Stanislaus County Stanislaus 1.722% 1.4182273%
City Ceres Stanislaus 0.041% 0.0340260%
City Modesto Stanislaus 0.217% 0.1788759%
City Newman Stanislaus 0.006% 0.0046964%
City Oakdale Stanislaus 0.018% 0.0145531%
City Patterson Stanislaus 0.015% 0.0126590%
City Riverbank Stanislaus 0.010% 0.0085699%
City Turlock Stanislaus 0.065% 0.0531966%
County Sutter County Sutter 0.306% 0.374% 0.3179548%
City Yuba City Sutter 0.074% 0.0606242%
County Tehama County Tehama 0.213% 0.261% 0.2216654%
City Red Bluff Tehama 0.014% 0.0117771%
County Trinity County Trinity 0.082% 0.101% 0.0855476%
County Tulare County Tulare 0.809% 0.990% 0.8410949%
City Dinuba Tulare 0.014% 0.0116929%
City Exeter Tulare 0.004% 0.0032479%
City Farmersville Tulare 0.003% 0.0027879%
City Lindsay Tulare 0.007% 0.0057111%
City Porterville Tulare 0.021% 0.0171845%
City Tulare Tulare 0.037% 0.0302273%
City Visalia Tulare 0.066% 0.0545872%
County Tuolumne County Tuolumne 0.486% 0.594% 0.5047621% County Ventura County Ventura 2.192% 2.681% 2.2781201%
City Camarillo Ventura 0.002% 0.0012815%
City Fillmore Ventura 0.002% 0.0020294%
City Moorpark Ventura 0.008% 0.0067337%
Participating
Subdivision
Classification
Participating Subdivision County Abatement
Percentage
Plaintiff
Subdivision
Percentage
Weighted
Allocation
Percentage
City Oxnard Ventura 0.156% 0.190% 0.1617338%
City Port Hueneme Ventura 0.021% 0.0174145%
City San Buenaventura (Ventura) Ventura 0.085% 0.0702181% DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 APPENDIX 1
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City Santa Paula Ventura 0.014% 0.0119072%
City Simi Valley Ventura 0.065% 0.0533043%
City Thousand Oaks Ventura 0.022% 0.0179902%
County Yolo County Yolo 0.357% 0.437% 0.3713319%
City Davis Yolo 0.055% 0.0451747%
City West Sacramento Yolo 0.066% 0.0544321%
City Woodland Yolo 0.058% 0.0477904%
County Yuba County Yuba 0.214% 0.262% 0.2225679%
City Marysville Yuba 0.014% 0.0112079%
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 1 APPENDIX 2
Cost Reimbursement Procedure
1. Additional defined terms:
a) Costs means the reasonable amounts paid for the attorney and other City Attorney and County Counsel staff time for individuals employed by a Plaintiff Subdivision at the contractual rate, inclusive of benefits and overhead, together with amounts paid for court reporters, experts, copying, electronic research, travel, vendors, and the like, which were not previously reimbursed and which were paid or incurred (i) prior to December 31, 2022 in litigation against any Opioid Defendant and/or (ii) in negotiating and drafting any CA Allocation Agreement(s) concerning a settlement with any Opioid Defendant(s).
Costs does not include attorneys’ fees, costs, or expenses incurred by private contingency fee counsel. No part of the CA Abatement Accounts Fund will be used to reimburse Costs.
b) First Claims Date means October 1, 2023 or when all applications for reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Walgreens Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the Distributor Settlement Agreement, Section XI and Exhibit R of the Janssen Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, or Section IX and Exhibit R of the Walmart Settlement Agreement, have been finally determined under the provisions of those agreements, whichever comes first. c) Special Master means a retired judicial officer or former public lawyer, not presently employed or retained by a Plaintiff Subdivision, who will aggregate, review, and determine the reasonable Costs to be awarded to each Plaintiff Subdivision that submits a claim for reimbursement of Costs. The Special Master will be selected by a majority vote of the votes cast by Plaintiff Subdivisions, with each such subdivision having one vote. d) Plaintiff Subdivision Committee means the committee of Plaintiff Subdivisions that will review and approve the invoices submitted by the Special Master reflecting his or her reasonable time and expenses.
2. Cost Reimbursement to Plaintiff Subdivision
a) Purpose. Substantial resources have been expended to hold Opioid Defendants accountable for creating and profiting from the opioid crisis, and this effort has been a significant catalyst in creating National Opioid Settlements with various manufacturers, distributors, and chain pharmacies.
///
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 2 b) Claims Procedure.
i. If a Plaintiff Subdivision is eligible to seek reimbursement of Costs, in whole or in part, from funds available under Section IX and Exhibit R of the Kroger Settlement Agreement, Section IX and Exhibit R of the Walgreens Settlement Agreement, Section XIV and Exhibit R of the Teva Settlement Agreement, Section XIII and Exhibit R of the Allergan Settlement Agreement, Section X and Exhibit R of the CVS Settlement Agreement, Section IX and Exhibit R of the Walmart Settlement Agreement, Section X or Exhibit R of the Distributor Settlement Agreement, or Section XI or Exhibit R of the Janssen Settlement Agreement, it must first make a timely application for reimbursement from such funds. To allow sufficient time for determination of those applications, no claim for Costs to the CA Subdivision Fund under this Agreement may be made before the First Claims Date. ii. A Plaintiff Subdivision that wishes to be reimbursed from the CA Subdivision Fund must submit a claim to the Special Master no later than forty-five (45) days after the First Claims Date. The Special Master will then compile and redistribute the aggregated claim totals for each Plaintiff Subdivision via email to representatives of all the Plaintiff Subdivisions. A claim for attorney and staff time must list, for each attorney or staff member included in the claim, the following information: name, title, total hours claimed, hourly rate (including, if sought, benefits and share of overhead), and narrative summarizing the general nature of the work performed by the attorney or staff member. For reimbursement of “hard” costs, the subdivision may aggregate across a category (e.g., total for travel costs). It is the intention of the Plaintiff Subdivisions that submission of documents related to reimbursement of Costs does not waive any attorney-client privilege or exemptions to the California Public Records Act.
iii. The Special Master may request, at his or her sole option, additional documents or details to assist in the final award of Costs.
iv. The Special Master will review claims for reasonableness and will notify each Plaintiff Subdivision of the final determination of its claim, and will provide a list of all final awards to all Plaintiff Subdivisions by email or, upon request, via First Class U.S. Mail. Any Plaintiff Subdivision may ask the Special Master to reconsider any final award within twenty-one (21) days. The Special Master will make a final determination on any such reconsideration request within thirty (30) days of receipt. v. Any decision of the Special Master is final and binding, and will be considered under the California Arbitration Act, Code of Civil Procedure section 1280 et seq. as a final arbitration award. Nothing in this agreement is intended to expand the scope of judicial review of the final award for errors of fact or law, and the Parties agree that they may only seek to vacate the award if clear and convincing evidence demonstrates one of the factors set forth in Code of Civil Procedure, section 1286.2, subdivision (a). Plaintiff Subdivisions will have fourteen (14) days after all final awards are made, together with any final determination of a request for DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 3 reconsideration, to seek review in the Superior Court of California, pursuant to Code of Civil Procedure, section 1285, where the State has filed its Consent Judgment. vi. The Special Master will prepare a report of Costs that includes his or her fees and expenses at least ninety (90) days before the Payment Date for each Annual Payment. The Special Master’s preparation of a report of Costs does not discharge a Plaintiff Subdivision’s reporting requirement under Section V(B)(2) of the Kroger Settlement Agreement.
vii. A member of the Plaintiff Subdivision Committee, which is a CA Participating Subdivision, will submit to the Settlement Fund Administrator and Kroger a report of the fees and expenses incurred by the Special Master pursuant to Section V(B)(2) of the Kroger Settlement Agreement.
c) Claims Priority and Limitation.
i. The Special Master will submit invoices for compensation of reasonable fees and expenses to the Plaintiff Subdivision Committee no later than ninety (90) days prior to the Payment Date for each Annual Payment. The Plaintiff Subdivision Committee will promptly review and, if reasonable, approve the Special Master’s invoice for compensation. The Plaintiff Subdivision Committee will submit approved invoices to the Settlement Fund Administrator for payment. The Special Master’s approved invoices have priority and will be paid first from the CA Subdivision Fund before any award of Costs, subject to the limitation in Section 2.c.v below. ii. Final Awards of Costs that do not exceed seventy-five thousand dollars ($75,000.00) will be paid next in priority after the Special Master’s approved invoices.
iii. Final Awards of Costs in excess of seventy-five thousand dollars ($75,000.00) will be paid proportionally from the funds remaining in that year’s Annual Payment. iv. Any claim for Costs that is not paid in full will be allocated against the next year’s distribution from the CA Subdivision Fund, until all approved claims for Costs are paid in full.
v. In no event will more than 50% of the total CA Subdivision Fund received in any year be used to pay Costs or the Special Master’s approved invoices. vi. In no event shall more than $28 million of the total CA Subdivision Funds paid pursuant to the Kroger Settlement Agreement, Walgreens Settlement Agreement, Teva Settlement Agreement, Allergan Settlement Agreement, Distributor Settlement Agreement, CVS Settlement Agreement, Janssen Settlement Agreement, and the Walmart Settlement Agreement be used to pay Costs.
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 4 d) Collateral Source Payments and Third-Party Settlement. i. In the event a Plaintiff Subdivision is awarded compensation, in whole or in part, by any source of funds created as a result of litigation against an Opioid Defendant for its reasonable Costs, it will reduce its claim for Costs from the CA Subdivision Fund by that amount. If a Plaintiff Subdivision has already received a final award of Costs from the CA Subdivision Fund, it will repay the fund up to the prior award of Costs via a payment to the Settlement Fund Administrator or notify the Settlement Fund Administrator that its allocation from the next and subsequent Annual Payments should be reduced accordingly. If the Plaintiff Subdivision is repaying any prior award of Costs, that repayment will occur as soon as is feasible after the Plaintiff Subdivision’s receipt of Cost funds from the collateral source, but no more than 90 days after its receipt from the collateral source. The Settlement Fund Administrator will add any repaid Costs to the CA Subdivision Fund. Any Plaintiff Subdivision that has submitted for reimbursement to any national fund and has not received a final determination by the First Claims Date may request that the settlement administrator withhold some or all of its payment from the CA Subdivision Fund in order to avoid repayment.
ii. In the event a Plaintiff Subdivision reaches a monetary settlement or compromise against any Opioid Defendant outside of the National Opioid Settlement, the monetary portion of such settlement, net of fees paid to outside contingency fee counsel and of funds earmarked strictly for abatement, will be credited against its Costs and the subdivision will be ineligible to recover those credited Costs from the CA Subdivision Fund. Plaintiff Subdivisions negotiating monetary settlements or compromises against any Opioid Defendant outside of the National Opioid Settlement will negotiate for funds to repay any Costs it previously received from the CA Subdivision Fund or for Costs it otherwise might be eligible to claim from the CA Subdivision Fund. If such a settlement is paid after all final approved claims for Costs by all Plaintiff Subdivisions are satisfied in full, the settling subdivision will reimburse the CA Subdivision Fund in that amount by making payment to the Settlement Fund Administrator to add to the CA Subdivision Fund in a manner consistent with the repayments described in section 2.d.i above.
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 1 APPENDIX 3
CALIFORNIA-SUBDIVISION BACKSTOP AGREEMENT
On August 6, 2021, Judge Polster of the US District Court for the Northern District of Ohio issued an Order (the Order), docket number 3814, in In Re National Prescription Opiate Litigation, MDL 2804, addressing contingent attorney fee contracts between political subdivisions eligible to participate in the Kroger Settlement and their counsel.
In light of the Order, and at the request of [SUBDIVISION], the [SUBDIVISION], its counsel [COUNSEL], and the California Attorney General, on behalf of the State of California, are entering into this California-Subdivision Backstop Agreement (Backstop Agreement). [SUBDIVISION] and [COUNSEL] intend this Backstop Agreement to constitute a State BackStop Agreement as that term is used in the Order and in Exhibit R (Agreement on Attorneys’ Fees, Costs, and Expenses) of the Kroger Settlement Agreement.
Pursuant to this Backstop Agreement, [SUBDIVISION] may, subject to the limitations of the Kroger Settlement Agreement and CA Kroger Allocation Agreement, as well as any other limitations imposed by law, use funds that it receives from the Kroger Settlement CA Subdivision Fund to pay a contingent fee to [COUNSEL]. Any such payment from [SUBDIVISION] to [COUNSEL], together with any contingency fees that [COUNSEL] may receive from the national Attorney Fee Fund, will not exceed a total contingency fee of [PERCENTAGE NOT TO EXCEED 15%] of the total gross recovery of [SUBDIVISION] from the Kroger Settlement.
[COUNSEL] certify that they first sought fees and costs from the Attorney Fee Fund created under the Kroger Settlement Agreement before seeking or accepting payment under this backstop agreement. [COUNSEL] further certify that they are not seeking and will not accept payment under this backstop agreement of any litigation fees or costs that have been reimbursed through prior settlements or judgments.
The Attorney General is executing this agreement solely because the definition of “State BackStop Agreement” in Exhibit R of the Kroger Settlement Agreement requires such agreements to be between “a Settling State” and private counsel for a participating subdivision. Neither the California Attorney General nor the State of California have any obligations under this Backstop Agreement, and this Backstop Agreement does not require the payment of any state funds to [SUBDIVISION], [COUNSEL], or any other party.
[DATE] [SUBDIVISION SIGNATURE BLOCK]
[DATE] [COUNSEL SIGNATURE BLOCK]
[DATE] [ATTORNEY GENERAL SIGNATURE BLOCK]
DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142
BY E-MAIL
2001 M Street, NW Suite 600
Washington, DC 20036
+1 202 682 7000 tel
+1 202 857 0940 fax
March 28, 2024
Chantale Fiebig
+1 (202) 682-7200
[email protected]
David Jones
Supervising Deputy Attorney General
Healthcare Rights & Access Section
Department of Justice
1300 I Street
Sacramento, CA 95814
Phone: (916) 210-7861
Email: [email protected]
Re: Kroger Opioids Settlement Agreement
Dear Mr. Jones:
This letter summarizes the agreement reached between Kroger and the State of California regarding the multistate Kroger Settlement Agreement dated March 22, 2024 regarding opioid claims by states and subdivisions (the "Multistate Kroger Settlement Agreement").
The Kroger Co. and all of its direct and indirect subsidiaries ("Kroger"), and the State of California, by and through its Attorney General Rob Bonta, have agreed to the following modification to the Multistate Kroger Settlement Agreement in its application to California. For the avoidance of doubt, the limited modification set forth below applies only to California and to no other state or territory.
The “Prescription Red Flag” described in Section IX(5)(a) of Exhibit P to the Multistate Kroger Settlement Agreement is modified in its entirety to read as follows:
A Controlled Substance prescription fails to meet the requirements of law. For the sake of clarity, minor deficiencies in the patient’s name, address, date of birth, or contact information are not a red flag if the pharmacist, in his or her professional judgment and usual course of practice, is able to resolve these deficiencies with the patient.
This limited California-specific modification was a necessary condition for California's decision to signon as a participating state to the Multistate Kroger Settlement Agreement.
For the avoidance of doubt, all other terms and provisions in the Multistate Kroger Settlement Agreement remain the same, including without limitation all “Prescription Red Flags” not specified above, all DocuSign Envelope ID: FEAA1971-4CE1-4B70-9882-B70DCEA90142 David Jones
March 28, 2024