Linking Agreement with SHI International Corp

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LINKING AGREEMENT C24-1068
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
SHI INTERNATIONAL CORP.

This Linking Agreement (“Agreement”) is entered into as of this 22th day of October, 2024, between the
City of Glendale, an Arizona municipal corporation (“City”), and SHI International Corp., a New Jersey
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

A. On July 2, 2024 the City of Mesa, a member of the OMNIA Partners, entered into a contract with
Contractor to purchase the goods and services described in the City of Mesa AGreement Number
2024056 - Information Technology Solutions Products and Services (“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.

Cc. 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 July 2, 2024, until the date the contract terminates on July
1, 2028, unless the term is extended by mutual agreement of the parties to the Cooperative
Agreement. The Cooperative Agreement, however, may not be extended beyond July 1,
2034. The initial period of this Agreement is the period from the Effective Date of this
Agreement until July 1, 2028.

B. The City may extend the term of this Agreement for a maximum of six (6) years if the
Cooperative. Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend this Agreement 30 days prior to the anniversary of the
Effective Date. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.

1
10/05/2023

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2. f Te: itions, 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.

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 twenty million dollars ($20,000,000) 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.RS. § 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
ot services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

10/05/2023

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10. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Catd 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 Arlene Chemello

6835 N. 57" Drive, Suite 100
Glendale, Arizona 85301

and

SHI International Corp.

290 Davidson Avenue
Somerset, New Jersey 08873

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 SHI International Corp.,
municipal corporation a New Jersey corporation
‘DocuSigned by:
By: By: E 7
Kevin R. Phelps Name: MTCHae’BRRUTi as
City Manager Title: sr. Lead Contract Specialist
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

10/05/2023

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LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
SHI INTERNATIONAL CORP.

EXHIBIT A
CITY OF MESA CONTRACT #2024056

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~~
mesa-az

AGREEMENT PURSUANT TO SOLICITATION

CITY OF MESA AGREEMENT NUMBER 2024056
INFORMATION TECHNOLOGY SOLUTIONS PRODUCTS AND SERVICES

CITY OF MESA, Arizona (“City”)

Department Name City of Mesa — Purchasing Division
Mailing Address P.O. Box 1466

Mesa, AZ 85211-1466
Delivery Address 20 East Main St, Suite 450

Mesa, AZ 85201
Attention Ted Stallings

Procurement Officer II
E-Mail Ted.Stallings@MesaAZ.org
Phone (480) 644-2815

With a copy to: City of Mesa — DoIT
Attn: Suzanne Alberts

AND
SHI INTERNATIONAL CORP., (“Contractor”)
Mailing Address 290 Davidson Avenue
Somerset, NJ 08873
Remit to Address Post Office Box 952121
Dallas, TX 852121
Attention Amelia Jakubczyk
E-Mail amelia_jakubczyk@shi.com
Phone 303-882-8012
Attention Victoria Lewkowitz
E-Mail victoria_lewkowitz@shi.com

Phone 650-483-9333

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CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION

This Agreement pursuant to Solicitation (“Agreement”) is entered into this 2nd day of July, 2024, by and between
the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and SHI International Corp, a(n) New
Jersey State corporation/company/natural person (“Contractor”). The City and Contractor are each a “Party” to
the Agreement or together are “Parties” to the Agreement.

RECITALS

A. The City issued Solicitation number 2024056 (‘Solicitation’) for INFORMATION TECHNOLOGY
SOLUTIONS PRODUCTS AND SERVICES, to which Contractor provided a response (“Response”); and

B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage
Contractor in providing the services/materials described in the Solicitation and Response.

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

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

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

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

TERMS & CONDITIONS

1. Term. This Agreement is for a term beginning on July 2, 2024 and ending on July 1, 2028. The use of the
word “Term” in the Agreement includes the aforementioned period as well as any applicable extensions or
renewals in accordance with this Section 1.

1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a
maximum of six (6) years. Any renewal(s) will be a continuation of the same terms and conditions
as in effect immediately before the expiration of the then-current term.

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

1.3 Delivery, Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30)
days after receipt of an Order. Contractor agrees to deliver all Products to the desktop of the
ordering customer be delivered F.O.B. destination, freight pre-paid and allowed to various locations
throughout the City. The City of Mesa shall be responsible for extra incurred fees for expedited
shipping or other special delivery requirements. In many cases within the City, the Contractor
may be asked to deliver all goods to the front counter within a given department; this is a City
requirement and other participating agencies who utilize this Agreement as a cooperative contract
(see Exhibit C, Mesa Standard Terms & Conditions) may have other delivery requirements.

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2. Scope of Work. The Contractor will provide the necessary staff, services, and associated resources to
provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A
(“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.

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

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

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

a. Amendments to the Agreement
b. Agreement
c. Exhibits
1. Mesa Standard Terms & Conditions
2. Pricing (Exhibit B(
3. Scope of Work (Exhibit A)
4. Other Exhibits not listed above
d. Solicitation including any addenda
e. Contractor Response

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

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

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

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

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

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

6.2 Price Adjustment. Any requests for reasonable price adjustments must be submitted in
accordance with this section. Requests for adjustment in cost of labor and/or Products must be
supported by appropriate documentation. There is no guarantee the City will accept a price
adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the
Agreement. The City is only willing to entertain price adjustments based on an increase to
Contractor's actual expenses or other reasonable adjustment in providing the Services/Products
under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written
approval of the changefor reasonable price adjustments must be submitted in accordance with this
Section 5.3. Requests for adjustment in the cost of labor and/or materials must be supported by
appropriate documentation. There is no guarantee the City will accept a price adjustment therefore
Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City
is only willing to entertain price adjustments based on an increase to Contractor's actual expenses
or other reasonable adjustments in providing the services/materials under the Agreement. If the
City agrees to the adjusted price terms, the City shall issue written approval of the change.

During the sixty (60) day period prior to expiration date of the then-current term of the Agreement,
the Contractor may submit a written request to the City to allow an increase to the prices in an
amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban
Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S.
Department of Labor, Bureau of Labor Statistics (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. Contractor may submit a request for a price adjustment along with
appropriate supporting documentation demonstrating the cost to the Contractor. Renewal prices
shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in
Subsection 6.2. There is no guarantee the City will accept a price adjustment..

6.4 Invoices. Payment will be made to Contractor following the City's receipt of a properly completed
invoice. Any issues regarding billing or invoicing must be directed to the City Department/Division
requesting the Service or Product from the Contractor. A properly completed invoice should contain, at
a minimum, all of the following:

6.4.1 Contractor name, address, and contact information;

6.4.2 — City billing information;

6.4.3. City contract number as listed on the first page of the Agreement;
6.4.4 Invoice number and date;

6.4.5 Payment terms;

6.4.6 Date of Services or delivery of Product;

6.4.7 Description of materials or services provided;

6.4.8 — If product provided, the quantity delivered and pricing of each unit;
6.4.9 Applicable Taxes;

6.4.10 If applicable, mileage or travel costs; and

6.4.11 Total amount due.

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

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

7 Insurance.

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

7.2 Nothing in this Section 7 limits Contractor's responsibility to the City. The insurance requirements
herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s)
contained in the Agreement. The City does not warrant the minimum limits contained herein are
sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of
performance under the Agreement by Contractor, its agents, representatives, employees, or
subcontractor(s). Contractor is encouraged to purchase additional insurance as Contractor
determines may be necessary.

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

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

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

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

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

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

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

7.8.2. The Contractor shall maintain at all times during the term of this contract, a minimum
amount of $1 million per occurrence/$2 million aggregate Commercial General Liability
insurance, including Contractual Liability. For Commercial General Liability insurance,

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10.

11.

12.

the City of Mesa, their agents, officials, volunteers, officers, elected officials or
employees shall be named as additional insured, as evidenced by providing an
additional insured endorsement.

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

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

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

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

QEM PRODUCT WARRANTY. Contractor is a value-added reseller ("VAR") of Products, not the
Original Equipment Manufacturer ("OEM") or licensor, and, except as provided herein, Contractor
disclaims any warranty responsibility regarding warranties provided by the OEM for the Products
provided under this Agreement ("OEM Product Warranty"), Contractor shall forward the OEM Product
Warranties to the City which are provided to Contractor from the OEM of the Product and, tothe extent
granted by the OEM, the City shall be the beneficiary of the OEM's Product Warrantieswith respect to
the Product. Contractor is not a party to any such terms of the OEM Product Warranty between the
City and OEM and the City agrees to look to the OEM for satisfaction of any and all OEM Product
Warranty claims related to that OEM's Product.

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY
DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD
PARTY SERVICES OR PRODUCTS. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES
NOT AFFECT THE TERMS OF ANY OEM PRODUCT WARRANTY,

Representations of Contractor, To the best of Contractor's knowledge, Contractor agrees that:

a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement
or with Contractor's undertaking of the relationship with the City;

b. Performance of the Services called for by the Agreement do not and will not violate any
applicable law, rule, regulation, or any proprietary or other right of any third party;

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13.

14.

15.

(5 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.

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.

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.

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

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16.

17:

18,

19:

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.

Title. Risk of Loss, Returns. Contractor shall transfer to the City good and merchantable title to the
Product, free from all liens, encumbrances and claims of others, upon delivery of the Product to and
its receipt by the City, at which time title and risk of loss shall vest fully in the City, unless notice of
rejection is provided to Contractor's authorized representative within three (3) business days after
such delivery. All returns of Product shall be made in accordance with this Agreement and Contractor's
Return Policy found at www_shi.com/returnpolicy, with the terms of the Agreement controlling.

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.

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

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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

Edward Quedens
By:

Edward Quedens

Printed Name

Business Services Director

SHI INTERNATIONAL CORP.

DocuSigned by:
Xaistina Warn

EA418E789F 08404

By:

Kristina Mann
Printed Name

Sr. Manager - Contracts

Title Title
7/3/24 12:57 MST. 7/1/2024
Date Date
REVIEWED BY:

i

Ted Stallings, CPPB
Procurement Officer I!

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EXHIBIT A
SCOPE OF WORK
Is SCOPE OF WORK: For the purchase of Information Technology Solutions, Products, and
Services.
2: ORDERING. Although the City is open to alternate ordering methods, the primary methods for
customers placing orders with the Supplier are the following:
a. Online
b. Email
c. Telephone
d. Fax
3: DELIVERY REQUIREMENT. The contractor agrees to deliver all products to the desktop of the

ordering customer and be delivered F.O.B. destination, freight pre-paid and allowed to various
locations throughout the City. In many cases within the City, the Contractor may be asked to deliver
all goods to the front counter within a given department. This is the City of Mesa requirement and
other participating agencies may have other delivery requirements.

4. SCOPE OF PRODUCTS. The intent of this solicitation is to establish a contract with the ability to
purchase a comprehensive, wide variety of Information Technology Solution Products and Services
including but not limited to the following categories:

a. Software: National brand name _ Microsoft, Google, Oracle, Enterprise
applications/solutions, cyber security applications/solutions, etc.

b. Personal Computer Systems: National brand name desktop PCs, notebooks, laptops,
tablets, and other related devices from Enterprise Tier and Middle Tier Contractors that are
business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell,
Gateway, Hewlett Packard, IBM / Lenovo, Panasonic, and Toshiba. Product will include
the operating system license, software media and documentation in the hardware
shipment.

c. Standard Business Workstation: These will be used for typical tasks, which will include
word processing, spreadsheet analysis, database management, business graphics,
statistical analysis, internet, and other office automation activities. Product will include the
operating system license, software media and documentation in the hardware shipment.

d. High End Workstation: These will be used by application developers using GIS, CASE or
other high-level language development tools, Computer Aided Design and Drafting
professional, Internet Application developers or other sophisticated application work.
Product will include the operating system license, software media and documentation in
the hardware shipment.

e. 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.

f. Network Equipment: This includes equipment primarily used for communications over an
IP network. This includes servers (physical and virtual), layer 2 and layer 3 switches,
routers, area wireless access points, point-to-point wireless access, optics, media
interfaces (i.e. serial, T1, T3, OC3) and fiber channel. Class of equipment should include
home office, small and medium business, and enterprise. Contractors may include, but

DocuSign Envelope ID: 4B93F963-2265-4A10-A06B-1C98914336E1

33.

not limited to, Cisco Systems, Dell, Juniper Networks, HP, Extreme Networks, Enterasys
Networks, D-Link, Netgear, and Brocade Communications Systems.

g. Monitors: These will include plug and play compatible monitors that are manufactured for
the above systems and/or any other brand that may be specifically called for by the ordering
entity and which meet the most current UL and OSHA requirements.

h. Computer and Network Products, Peripherals, Accessories, and Components: Complete
availability of major manufacturer's product lines on items such as, but not limited to RAM,
graphic accelerator cards, network interface cards, cables, printers, scanners, monitors,
AV equipment, unified communications hardware, mobility hardware, modems, routers,
switches, keyboards, drives, memory cards, cables, batteries, power management,
supplies, etc.

i. Information Technology/Educational Furniture: Includes furniture design, delivery,
installation, parts, maintenance, and repair and replacement.

j. Services: Services such as, but not limited to cloud computing, consulting, technical
support, leasing/financing, trade-ins, repair, design, analysis, configuration,
implementation, installation, training, maintenance, advisory, managed and support
services, staff augmentation, professional services, etc. In addition, services that are
related to the design, use, or operation of the products being purchased such as system
configurations, testing, hardware/software installation, upgrades, imaging, etc. Services
may also include materials, equipment, and supplies provided by the Reseller under an
SOW.

Note: All hardware should come assembled. For example, if extra memory, additional
drives, or peripherals are ordered, the Contractor must install them unless the Participating
Agency requests, that they not be installed.

k. Comprehensive Product Offering: Offeror’s complete catalog and services offered shall be
available. Each offeror awarded a contract under this solicitation may offer their complete
product and service offering. Pricing for products and services must be entered on the
appropriate section of the Price Page. The City reserves the right to accept or reject any
or all items offered.

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

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

6. DEFECTIVE PRODUCT. All defective products shall be replaced and exchanged by the
Contractor. The cost of transportation, unpacking, inspection, re-packing, re-shipping, or other like
expenses shall be paid by the Contractor. All replacement products must be received by the City
within seven (7) business days of initial notification.

SUPPLEMENTAL PRODUCTS AND SERVICES: The scope described in this RFP and resulting
contract(s) is preliminary in nature and intended to provide Contractors with a general overview of
the major tasks envisioned as part of this solicitation. The City reserves the right to expand and/or
reduce the Project Objectives as may be appropriate based on the technical content of the
successful Contractor's proposal and/or during contract negotiations based on budget
considerations.

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