Insight Linking Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INSIGHT PUBLIC SECTOR, INC.

This Linking Agreement (“Agreement”) is entered into as of this day of , 2023, between the
City of Glendale, an Arizona municipal corporation (“City”), and Insight Public Sector, Inc., an Illinois
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

On May 1, 2023 under Omnia Partners, Public Sector Cooperative Purchasing Agreement, Contract
#23-6692-03, the Cobb County, Georgia entered into a contract with Contractor to purchase the
goods and services described in the Technology Product Solutions and Related Services Contract
#23-6692-03 (“Cooperative Purchasing Agreement”), which is attached hereto as Exhibit A. The
Cooperative Purchasing Agreement permits its cooperative use by other governmental agencies
including the City.

Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

The City desires to contract with Contractor for supplies or services identical, or nearly identical, to
the supplies or services Contractor is providing other units of government under the Cooperative
Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing
Agreement as the basis of this Agreement, and Contractor desires to enter into this Agreement to
provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1.

Term of Agreement. The City is purchasing supplies and/or services from Contractor pursuant to
the Cooperative Purchasing Agreement. According to the Cooperative Purchasing Agreement,
purchases can be made by governmental entities from the date of award, which was May 1, 2023,
until the date the contract expires on April 30, 2026 unless the term of the Cooperative Purchasing
Agreement is extended by the mutual agreement of the original contracting parties. The Cooperative
Purchasing Agreement, however, may not be extended beyond April 30, 2028. The initial period of
this Agreement, therefore, is the period from the Effective Date of this Agreement until April 30,
2026. The City may renew the term of this Agreement for two (2) additional one-year periods until
the Cooperative Purchasing Agreement expires on April 30, 2028. Glendale renewals are not
automatic and shall only occur if the City gives the Contractor notice of its intent to renew. The
City may give the Contractor notice of its intent to renew this Agreement 30 days prior to the
anniversary of the Effective Date to effectuate such renewal.

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Scope of Work: Terms, Conditions, and Specifications.

A Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed four million eight hundred thousand dollars ($4,800,000) for the entire term
of the Agreement (initial term plus any renewals).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

a. the forced labor of ethnic Uyghurs in the People’s Republic of China;

b, any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

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c. any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.

11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale

c/o Lindsay Lucas

6835 N. 57” Drive, Suite 100
Glendale, AZ 85301

And

Insight Public Sector, Inc.
Attn: Erica Falchetti
2701 E Insight Way
Chandler, AZ 85286

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.

“City” “Contractor”
City of Glendale, an Arizona Insight Public Sector, Inc.,
municipal corporation an Illinois corporation
By: Ks
Kevin R. Phelps Sime 7) witlee
City Manager Title: re,
bee FET
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

05/10/2023

05/10/2023

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INSIGHT PUBLIC SECTOR, INC.

EXHIBIT A
COBB COUNTY CONTRACT #23-6692-03 FOR TECHNOLOGY PRODUCT SOLUTIONS
AND RELATED SERVICES WITH INSIGHT PUBLIC SECTOR

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INSIGHT PUBLIC SECTOR, INC.

EXHIBIT B
Scope of Work
PROJECT

Ability to purchase Insight's full portfolio of hardware products, software products, cloud products, and
related services.

See attached Exhibit B for more details.

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INSIGHT PUBLIC SECTOR, INC.

EXHIBIT C

METHOD AND AMOUNT OF COMPENSATION
Detailed on the attached pricing sheet.
NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the
Project must not exceed $4,800,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

See attached Exhibit C for more details.