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10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CARAHSOFT TECHNOLOGY CORP.
This Linking Agreement (“Agreement”) is entered into as of this day of , 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and Carahsoft Technology Corp., a Maryland
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On September 3, 2019 under Cooperative Purchasing Agreement CTR046098, the State of Arizona,
entered into a contract with Contractor to purchase the goods and services described in NASPO
Master Contract # AR2472 (“Cooperative Agreement”), which is attached hereto as Exhibit A. The
Cooperative Agreement allows its cooperative use by other governmental agencies, including the
City.
B.
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.
C.
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.
D.
The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.
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.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was September 3, 2019, until the date the contract terminates
on September 15, 2026, unless the term is extended by mutual agreement of the parties to
the Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond September 15, 2026. The initial period of this Agreement is the period from the
Effective Date of this Agreement until September 15, 2026. There are no renewals.
2.
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.
2
10/05/2023
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.
3.
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 one hundred twelve thousand, one hundred four dollars ($112,104) for the
entire term of the Agreement (initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
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.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
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.
9.
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
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:
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CARAHSOFT TECHNOLOGY CORP.
EXHIBIT A
CARAHSOFT CTR046098
Contract Amendment
Arizona Department of
Administration
State Procurement Office
100 N. 15th Avenue, Suite 402
Phoenix, AZ 85007
CTR046098 Amendment Twelve (12)
APP Amendment Eleven (11)
ACKNOWLEDGEMENT AND AUTHORIZATION
This amendment shall be fully executed upon the electronic approval in the State e-Procurement system by an authorized
representative of the Contractor and applied to the contract in the State e-Procurement system by the Procurement
Officer or delegate.
Available online at
app.az.gov
Page | 1
CONTRACTOR:
STATE AGENCY:
Carahsoft Technology Corporation
11493 Sunset Hills Rd. Suite 100
Reston UA, 20190
AZ Department of Administration (ADOA)
State Procurement Office
100 N. 15th Ave., Ste. 402
Phoenix, AZ 85007
CONTACT: Bethany Blackwell
CONTACT: James Atkins
PHONE: (703) 230-7435
PHONE: (602) 542-8990
EMAIL: Bethany.Blackwell@carahsoft.com
EMAIL: james.atkins@azdoa.gov
Cloud Services
Carahsoft Technology Corporation
Pursuant to R2-7-E303. Competition Impracticable Procurements, and in accordance with Uniform Terms and
Conditions, Section 5.0 Contract Changes, 5.1 Amendments, of the above referenced contract, it is hereby
amended as follow:
1. Special Terms and Conditions, Section 3 Contract Extensions, the aforementioned contract is hereby
extended through September 30, 2024.
2. The following suppliers shall be added as Subcontractor (Distrbutor in APP).
a. Frontier Technology – IV0000001653
b. Global Market Innovators – IV0000017001
c. Milestone Computer Technology - IV0000001122
d. NuHarbor- IV0000070190
e. ProCloudSaas LLC- IV0000056807
f.
Sentinel Technologies- IV0000017086
g. SDG Consulting US Inc- IV0000071164
h. True Zero Technology - IV0000077715
i.
Vinitech- IV0000071450Advanced Network Management: IV0000007818
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED
* Please ensure all required Certificate Of Insurance are updated and submitted to the State Procurement Office.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CARAHSOFT TECHNOLOGY CORP.
EXHIBIT B
Scope of Work
Contractor to provide services per attachment.
Services
Payscale® Payfactors
Payfactors may be purchased in at a variety of different packages. Please see below for
definitions for what would be expected to be included within each package.
3. Payfactors Advanced. With access to a variety of data sources and the ability to manage
market surveys, users can make pricing decisions with confidence while enabling a fair pay
strategy.
Payscale® Data Services
Payscale® Data Services
Customer’s access to and use of Payscale Data Services are subject to the following
terms and conditions. All Data included in the Payscale Data Services is Payscale Data.
“HR Market Analysis” is Payscale Data providing compensation benchmarking data for
specific geographies. HR Market Analysis is currently available in the following countries: the
United States, Canada, Mexico, Brazil, United Kingdom, Ireland, France, Germany, Poland,
Netherlands, Australia, China, India, Singapore, and Japan.
“Peer Data” is Payscale Data consisting of Aggregated Data (as defined in the Agreement) that
is sourced by Payscale’s customers who have opted to provide their compensation information
and made available in the Peer product module. Details and terms provided below, in the Data
Sharing Services section.
Payscale® Data Sharing Services
Customer’s access to and use of the Payscale® Data Sharing Services are subject to
the following terms and conditions. All Data included in the Payscale® Data Sharing
Services is Payscale Data
“Peer” is the dynamic compensation benchmarking service developed by Payscale
using Aggregated Data provided and sourced by Payscale’s customers. Peer allows
clients to create custom data sets by using filtering tools to select group of participants
by name, industry, size, geography or other company, job or employee attributes. A
minimum number of customers must be selected in each data set. Customers
participating in Payscale® Data Sharing Services will have their name included in the
Peer service. Payscale Data (including Peer Data and Peer Data Exchanges) is
available through the Peer service. Peer is currently available as a stand-alone service
and as a feature in Payscale Payfactors compensation management service.
•
Peer Participation Requirements:
o Employee salary data is updated at least once a quarter. Updates can
occur through manual files, automated SFTP feeds, or API integration with
your HRIS system.
o Customer use best efforts to match 60% of internal Customer jobs to Peer
jobs. This can be achieved by leveraging the in-product workflows on the
Manage Jobs page, uploading an .xls file, or purchasing our job matching
services.
Implementation:
Here at Payscale, we are invested in the success of our customers. We provide our
customers with a wide variety of professional service offerings through our
Implementation Services, Subscription Services, and Managed Services. We have
assembled a team of experts to support the successful delivery of these services for
every Payscale customer.
As our products and practices evolve, we may modify this page or change the
professional service descriptions below. If we are in the process of working on a service
engagement with you when the change occurs, such change will not impact that in-
process work. In addition, services are subject to limitations based on the scope of your
services agreement. You must use the services available through your subscription
during the applicable subscription terms, as such services do not carry over or apply to
any renewal subscription terms. Any new service engagements must begin at least 60
days prior to the end of a subscription term. If you purchase an hours-based
Managed Service, hours delivered are prorated for any periods less than 12
months.
Use the links below to seamlessly navigate this content to learn more about the
services available from Payscale.
Data Loading, HRIS
Payscale loads supplementary HRIS data (employee, job, structures and ranges).
Payscale Responsibilities
•
Load supplementary data into your organization’s Payscale Account.
Implementation Services
Implementation services are provided to every Payscale customer to ensure rapid time-
to-value. We offer a tiered implementation model to most effectively support customer
needs. Your assigned Implementation Project Manager will coordinate the
responsibilities outlined in the “Payscale Responsibilities” sections that follow. Your
implementation will include:
Client Responsibilities
•
Provide Payscale relevant data in XLS or CSV format.
•
Data must be clean and correctly formatted.
Project Assumptions
•
Payscale and Customer will work to confirm the type of data to be loaded.
•
Payscale will work to confirm and load all supplementary data.
•
Unit: 1 XLS or CSV data file
•
Estimate: 1 hour
•
Definition of done: HRIS data files (employee, job, structure) are loaded into the Payscale
account.
•
Loading Customer’s Job, Employee, and Survey Matching Data. Payscale will provide
Customer with standard spreadsheet templates to support periodic downloads of Customer
Data from Customer’s human resource information system (HRIS). Customer will provide
Customer Data to Payscale in the form of one spreadsheet table per data type one time
each month for upload to Customer’s Account. Payscale will provide a “Secure File Upload”
mechanism within the Compensation Management Service to ensure the secure
transmission of Customer Data or Customer may use Payscale’s SFTP to transmit the data
files to Payscale. Additionally, during initial implementation, Payscale will provide Customer
with a standard spreadsheet template for use in creating one survey matching details
spreadsheet table (i.e., Customer’s job codes matched to survey job codes and data cut
descriptions) for upload into Customer’s Account. Payscale may conduct cursory audits on
the data to identify any typos or other material errors, and format and load such data into
Customer’s Account. During each new Service Year, Payscale will update Customer’s
market pricing benchmarks with data from the new survey reports. The parties will agree
upon a date for the migration of the prior year’s survey matches to the new year’s data,
typically following the receipt and loading of all of Customer’s Third-Party Surveys for the
new Service Year. Payscale will perform the update and send to Customer an audit list of
the survey matches that did not successfully transition to the new year’s survey reports.
Customers who purchase Payfactors Advanced have up to 10 included surveys available
for survey management. Customers who purchase MarketPay have up 30 included surveys
available for survey management.
•
Automated Data Load. Automated Data Load is a one-time set-up and part of standard
implementation. Customer Data is automatically refreshed monthly via encrypted file
transfer or HRIS integration.
•
Manual Data Load. Manual Data Load allows for a manual monthly or quarterly refresh of
Customer Data by Customer with support from Payscale. Customer is required to provide
formatted organizational data file, manually transfer the file to a secure FTP site, at which
point Payscale will manually load the Customer file into Customer’s account. Unless
otherwise agreed, Payscale will support one Manual Data Load per month.
Data Loading, Standard Survey
Import one (1) third-party survey report. Survey data loading includes loading participant
lists and job descriptions.
Payscale Responsibilities
•
Receive, review, and verify submitted survey report.
•
Load survey data into your organization’s Payscale Account.
Client Responsibilities
•
Provide Payscale with the Third-Party Survey Data in .XLS or .CSV format.
Project Assumptions
•
Client provides a workable file in .XLS or .CSV format
•
Survey UDFs are NOT included in standard scope
•
Unit: 1 imported third-party survey
•
Estimate: 1 hour
•
Definition of done: Third-party survey data, including participant lists and job descriptions,
are loaded into the Payscale account.
•
Standard Survey/Seed File A term used by Payscale to identify surveys that are published
for mass distribution.
•
These reports are compensation survey results that include Standard (non-custom) data.
•
For a survey to qualify as a Standard, Payscale scrutinizes data submittals using multiple
criteria such as covered jobs, scope measures (data cuts), data elements, or report format.
•
Loading Third Party Surveys
o
Initial Load. During the first Service Year of the Subscription Term, Payscale will
load or assist Customer with loading into Customer’s Compensation Management
Service the base salary, total cash, and other applicable compensation data from
the Third-Party Surveys. Customer must provide the Third-Party Surveys in a form
mutually agreeable with Payscale. Prior to the start of each subsequent Service
Year Customer will provide an updated list of Third-Party Surveys purchased or
licensed by Customer for use during the upcoming Service Year; and Payscale will
load or assist Customer with loading those compensation surveys into Customer’s
Account.
o
Survey Report Format. Payscale will load Standard Data Set (defined below)
versions of Third-Party Surveys. Additional charges (to be mutually agreed upon by
the parties prior to loading) may apply if the format of the Third-Party Surveys is the
not the Standard Data Set version, to address any additional work required from
Payscale to load Third Party Surveys with a customized format. Payscale will only
load electronic database versions (which includes spreadsheets, databases, or .csv
files) of Third-Party Surveys. Third Party Surveys not available in electronic format
(such as PDF files) may be loaded manually by Customer. Payscale offers
conversion of non-electronic versions to electronic versions, or manual loading of
non-electronic versions, as a Professional Service for a pre-approved, mutually
agreed upon fee
o
Survey Counting. Survey count is based on individual survey title. Each survey title
counts as 1 survey.
Payfactors Standard Data Elements
•
“Payfactors Standard Data Elements” means the data elements of a compensation
survey report provided by the Survey Publisher in its Standard Data Sets and as may be
defined in applicable Documentation. Standard Data Elements generally include the 10th,
25th, 50th, Average, 60th, 65th, 75th and 90th percentiles of the following data elements:
Base Salary $
Actual LTI $
Target Sales Incentive $
Actual Bonus/Incentive $
Actual LTI %
Target Sales Incentive %
Actual Bonus/Incentive %
Cash Allowances $ (50th and Avg Only)
FLSA Exempt %
Total Cash $
Total Direct $
Survey Grade
Target Bonus/Incentive $
Total Target Direct $
Total Guaranteed Pay $
Target Bonus Incentive %
Actual Sales Incentive $
Car Allowance $
Total Target Cash $
Actual Sales Incentive %
Total Remuneration $
Eligible/Received Sales %
Eligible STI %
Eligible/Received LTI %
•
“Standard Data Set” means the survey results as distributed by the Survey Publisher to all
survey participants, where the survey results generally include the Standard Data
Elements, but excludes any special data cuts, peer group reports, or other custom data cuts
or reports that Customer may obtain from the Survey Publisher
Survey-HRIS Job Match Template Loading
Payscale will load any survey-to-internal-job match data provided in the "match template"
file as prepared by the client.
Payscale Responsibilities
•
Load client-generated survey match records submitted in the template provided by
Payscale.
Client Responsibilities
•
Populate and submit all matches in the site “Match template”
Project Assumptions
•
All matches are submitted in a single “match template” file
•
Company Job Code/ Job Code Key designation in submitted files must align to
representation of same elements in the site.
•
Survey elements (survey source code, survey job code, data cut) in submitted files must
align to representation of same elements in the survey within the site.
•
All matches being submitted for each import assistance must be submitted prior to work
commencing.
•
All survey data referenced must be active prior to work commencing.
•
The project will be completed in about 10 days from the date Payscale receives the match
template file.
•
Standard variable: 1 match file template
•
Standard hours: 5 hours
Product Training, On-demand
Self-guided content available on-demand. Live group webinars available throughout the
year.
Payscale Responsibilities
•
Develop and provide webinars, on-demand video, and article training materials for core
product modules.
Client Responsibilities
•
Leverage the available self-guided content to advance your product knowledge.
•
Ensure technology is in place to support virtual learning format.
Product Support
Provide support for and answer questions about use and configuration of software.
Facilitate cyclical comp activities including survey migration and participation. Interface
with Engineering team around defects and provide workarounds if possible until fixes are
delivered.
Payscale Responsibilities
•
Respond to customer inquiries submitted through appropriate case intake process
•
Provide updates to customers on outstanding cases
•
Coordinate updates from engineering team on updates
Client Responsibilities
•
Submit Cases through Payscale Connect or other appropriate channels
•
Provide required files or information to allow Support to troubleshoot issues or complete
tasks
Standardized Live Virtual Training
Standardized live virtual training is designed to ensure that every client leaves
implementation having been instructed in the full functionality of the tool they have
purchased.
Payscale Responsibilities
•
Confirm all data is loaded and the system correctly configured
•
Schedule the appropriate number of live virtual trainings according to product
Client Responsibilities
•
Advise Implementation manager on users who should attend training(s).
•
Attend trainings, pay full attention, and ask questions as they arise.
Project Assumptions
•
All data is loaded, and the system is correctly configured according to the purchased
product.
•
The client commits to a time to engage in the training(s).
•
Unit: 1-3 trainings; 60- or 90-minute training sessions depending upon product
•
Estimate: 60-180 minutes, depending upon product
•
Definition of done: Specific number of training(s) according to product have been completed
by implementation manager and attended by client.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
CARAHSOFT TECHNOLOGY CORP.
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
Compensation is not to exceed $112,104 for the entire term of the agreement.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $112,104 for the entire term of the Agreement.
DETAILED PROJECT COMPENSATION
Not to exceed $112,104 for the entire term of the agreement.
PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190
PHONE (703) 871-8585 | FAX (703) 871-8505
WWW.CARAHSOFT.COM | SALES@CARAHSOFT.COM
TO:
Alyssa Bethel
City of Glendale
5850 W Glendale Ave
Glendale, AZ 85301 USA
EMAIL:
abethel@glendaleaz.com
PHONE:
(623) 930-2280
FROM:
Brendan Shanley
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL:
Brendan.Shanley@carahsoft.com
PHONE:
(571) 662-3371
FAX:
(703) 871-8505
TERMS:
Contract Number: CTR046098
NASPO Master Contract Number: AR2472
Contract Term: 09/27/2019 to 09/15/2026
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Sales Tax May Apply
QUOTE NO:
48630388
QUOTE DATE:
07/11/2024
QUOTE EXPIRES:
07/31/2024
RFQ NO:
SHIPPING:
ESD
TOTAL PRICE:
$112,104.00
TOTAL QUOTE:
$112,104.00
LINE NO. PART NO.
DESCRIPTION
-
QUOTE PRICE
QTY
EXTENDED PRICE
PAYFACTORS ADVANCED BUNDLE
1
PFADV1501-491
Payfactors Advanced: 1501-2250 Employees
(36 Month Term)
# of Employees: 2,020
# of Surveys: Up to 10
Bundle Includes:
Payfactors Advanced
HR Market Analysis - United States
Peer Global Network
$105,624.00 COOP
1
$105,624.00
PAYFACTORS ADVANCED BUNDLE SUBTOTAL:
$105,624.00
IMPLEMENTATION
2
PFADV_IMP-491
Payfactors Advanced Implementation
One-Time Fee
$6,480.00 COOP
1
$6,480.00
IMPLEMENTATION SUBTOTAL:
$6,480.00
SUBTOTAL:
$112,104.00
TOTAL PRICE:
$112,104.00
TOTAL QUOTE:
$112,104.00
***Please reference Carahsoft Quote: 48630388 and NASPO contract number on any resulting purchase order. By referencing the quote number, the customer agrees to the
terms provided in the quote.
• Billing Cycle: Annual
Total Price: $112,104
Cost per year:
Year 1: $41,688 (Includes One-Time Fee)
Year 2: $35,208
Year 3: $35,208
• Documentation: Payscale Services are subject to product and service specific terms and requirements available at
https://www.payscale.com/about/documentation (“Documentation”)
CONFIDENTIAL
PAGE 1 of 1
QUOTE DATE:
07/11/2024
QUOTE NO:
48630388
Version 1.1 Dec 2023
IT SOFTWARE REVIEW
Software Name
Payfactors
Vendor Name
Payscale
Department
HR
Requestor Name
Alyssa Bethel
Summary
Review #
73
Cost
$ $38,600 for FY 24-25 ($32,600
per year for 3 year term, plus one
time implementation fee of $6000)
Software
Description
A compensation software that would assist the City in keeping our compensation plans current
with the changing pace of the market.
Who will use this
software?
HR Employees
How will software
benefit the City?
Currently the classification and compensation process takes months to complete, and requires
significant staff resources or costly outside consultants, as a result of this HR is conducting market
studies once every two years. Payscale’s advanced reporting, analytics, and automation will give
HR the ability to make real time data-driven compensation decisions, which will complement HR
strategies to attract and retain talent, strengthen CoG fair and competitive pay practices, and
position Glendale as an employer of choice.
Software Review Team
☒ Approved
☐ Not Approved
Date
01/25/2024
Comments