Amendment No 2 with I & I Software Inc.

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS6AC163F

C22-0289-2

AMENDMENT NO. 2

(PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF GLENDALE,
ARIZONA AND I&I SOFTWARE INC, Contract No. C22-0289)

This Amendment No. 2 (“Amendment”) to the Professional Services Agreement for
Technical Recruiting for IT (RFP 22-03) (“Agreement”) is made this 26th day of November, 2024,
(“Effective Date”), by and between the City of Glendale, an Arizona municipal corporation
(“City”) and I&I Software Inc, a Pennsylvania corporation, authorized to do business in Arizona
(“Contractor’’).

RECITALS
A. City and I&I Software Inc (“Contractor”) previously entered into Professional Services
Agreement, Contract No. C22-0289, dated April 12, 2022 (“Agreement”); and

B. The Agreement had an initial three-year term beginning April 12, 2022 through April 11, 2025
and provided the option to extend for an additional one (1) year term; and

C. On January 12, 2023, the City and Contractor entered into Amendment No. 1 which increased
the compensation amount by $800,000 for a new not to exceed amount of $3,650,000 for the

duration of the Agreement; and

D. City and Contractor wish to modify and amend the Agreement subject to and strictly in
accordance with the terms of this Amendment.

AGREEMENT

In consideration of the mutual promises set forth herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the City and Contractor hereby agree

as follows:

1. Recitals. The recitals set forth above are not merely recitals, but form an integral part of this
Amendment.

2. Term. The term of the Agreement is unchanged.

3. Scope of Work. The Scope of Work remains unchanged.

4. Compensation. The total purchase price for supplies and/or services purchased under this
Agreement shall be increased by one million one hundred fifty thousand dollars ($1,150,000),
for a new not to exceed amount of four million eight hundred thousand dollars ($4,800,000).

Because some or all of the purchases made pursuant to this Agreement may be funded using

American Rescue Plan Act (ARPA) monies, an ARPA Contract Addendum is being executed
and is incorporated into and an enforceable part of this Agreement.

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10.

Insurance Certificate. Current certificate will expire on April 30, 2025. A new certificate
applying to the extended term must be provided prior to this date to Materials Management
and the Contract Administrator.

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.

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

(©) 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.

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.

Ratification of Agreement. City and Contractor hereby agree that except as expressly
provided herein, the provisions of the Agreement shall be, and remain in full force and effect
and that if any provision of this Amendment conflicts with the Agreement, then the provisions

of this Amendment shall prevail.

[Signatures on the following page.]

05/10/2023

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS6AC163F

CITY OF GLENDALE, an Arizona
municipal corporation

Kevin R. Phelps, City Manager

ATTEST:

Julie IX. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

I&I Software Inc
a Pennsylvania corporation

DocuSigned by:

bigabch Woodring 10/30/2024

4 FSC EOF GE

By: _ Elizabeth Woodring
Its: VP Human Resources

05/10/2023

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS6AC163F

CITY OF GLENDALE

AMERICAN RESCUE PLAN ACT (ARPA) CONTRACT ADDENDUM

This Addendum to the Parties’ Agreement (the “Agreement") (City Contract #C22-0289) is

entered into this day of , 2024, (the "Effective Date") by and between City of
Glendale, an Arizona municipal corporation ("City") and I&I Software Inc, a(n) Pennsylvania
corporation.

Notice: The contract or purchase order to which this addendum is attached is made using federal
assistance provided to the City of Glendale by the US Department of Treasury under the
American Rescue Plan Act (“ARPA”), Sections 602(b) and 603(b) of the Social Security Act,
Pub. L. No. 117-2 (March 11, 2021).

The following terms and conditions apply to the Contractor, according to the City’s Award Terms
and Conditions signed on August 24th, 2021, and according to ARPA and its implementing
regulations, and as established by the Treasury Department.

1. Equal Opportunity. Contractor shall comply with Executive Order 11246, “Equal
Employment Opportunity,” as amended by EO 11375, “Amending Executive Order 11246
Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part
60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor.”

Minority and Women Business Enterprises (if applicable to this Contract) Contractor hereby
agrees to comply with the following when applicable: The requirements of Executive Orders
11625 and 12432 (concerning Minority Business Enterprise), and 12138 (concerning Women's
Business Enterprise), when applicable. Accordingly, the Contractor hereby agrees to take
affirmative steps to assure that women and minority businesses are utilized when possible as
sources of supplies, equipment, construction and services. Affirmative steps shall include the

following:
a. Including qualified women’s business enterprises and small and minority
businesses on solicitation lists;
b. Assuring that women’s enterprises and small and minority businesses are solicited
whenever they are potential sources;
c. When economically feasible, dividing total requirements into smaller tasks or

quantities so as to permit maximum participation by small and minority business, and
women’s business enterprises;

d. Where the requirement permits, establishing delivery schedules which will
encourage participation by women’s business enterprises and small and minority business;
e. Using the services and assistance of the Small Business Administration, and the
U.S. Office of Minority Business Development Agency of the Department of Commerce;
and

f. If any subcontracts are to be let, requiring the prime Contractor to take the

affirmative steps in a. through e. above.

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For the purposes of these requirements, a Minority Business Enterprise (MBE) is defined as an
enterprise that is at least 51 percent owned and controlled in its daily operation by members of the
following groups: Black, Hispanic, Asian or Pacific Islander, American Indian, or Alaskan
Natives. A Women Business Enterprise (WBE) is defined as an enterprise that is at least 51 percent
owned and controlled in its daily operation by women.

2. Suspension and Debarment. (applies to all purchases.)

A. This contract is a covered transaction for purposes of 2 CFR pt. 180 and 2 CFR pt. 3000.
As such, the Contractor is required to verify that none of Contractor’s principals (defined at 2 CFR
§ 180.995) or its affiliates (defined at 2 CFR § 180.905) are excluded (defined at 2 CFR § 180.940)
or disqualified (defined at 2 CFR § 180.935).

B. The Contractor must comply with 2 CFR pt. 180, subpart C and 2 CFR pt. 3000, subpart
C, and must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.

Cc. This certification is a material representation of fact relied upon by the City of Glendale.
If it is later determined that the contractor did not comply with 2 CFR pt. 180, subpart C and 2
CFR pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government
may pursue available remedies, including but not limited to suspension and/or debarment.

D. The Contractor agrees to comply with the requirements of 2 CFR pt. 180, subpart C and 2 CFR
pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise
from this offer. The Contractor further agrees to include a provision requiring such compliance in
its lower tier covered transactions.

3. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352, as amended. (Applies to all
purchases.) Contractor certifies that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member
of Congress in connection with obtaining any Federal contract, grant, or any other award covered
by 31 U.S.C. § 1352. Contractor shall also disclose any lobbying with non-Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

*Purchases over $100,000 - Contractors must sign the certification on the last page of this

addendum*
4. Access to Records. (applies to all purchases.)
A. The Contractor agrees to provide the City of Glendale, the U.S. Department of Treasury,

the Comptroller General of the United States, or any of their authorized representatives access to
any books, documents, papers, and records of the Contractor which are directly pertinent to this
contract for the purposes of making audits, examinations, excerpts, and transcriptions. The
Contractor agrees to permit any of the foregoing parties to reproduce by any means or to copy
excerpts and transcriptions as reasonably needed, and agrees to cooperate with all such requests.

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS56AC163F

B. The Contractor agrees to provide the Treasury Department or authorized representatives
access to construction or other work sites pertaining to the work being completed under the
contract.

C. No language in this contract is intended to prohibit audits or internal reviews by the
Treasury Department or the Comptroller General of the United States.

5. Rights to Inventions Made Under a Contract or Agreement. Contracts or agreements
for the performance of experimental, developmental, or research work shall provide for the rights
of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR
part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements,” and any applicable implementing
regulations.

6. Contract Work Hours and Safety Standards Act (40 U.S.C. 327 through 333) (applies
only to purchases over $100,000, when laborers or mechanics are used.) Where applicable, all
contracts in excess of $100,000 that involve the employment of mechanics or laborers shall include
a provision for compliance with 40 U.S.C. 3702 and 3704 of the Contract Work Hours and Safety
Standards Act, as supplemented by Department of Labor regulations (29 CFR part 5). Under
Section 3702 of the Act, each contractor shall be required to compute the wages of every mechanic
and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard
workweek is permissible provided that the worker is compensated at a rate of not less than | 1/2
times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. The
requirements of 40 U.S.C. 3704 are applicable to construction work and provides that no laborer or
mechanic shall be required to work in surroundings or under working conditions which are
unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies
or materials or articles ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.

7. Clean Air Act & Federal Water Pollution Control Act (applies to purchases of more
than $150,000.)
A. The Contractor agrees to comply with all applicable standards, orders or regulations issued

pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

B. The Contractor agrees to comply with all applicable standards, orders, or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

C. The Contractor agrees to report each violation of the Clean Air Act and the Water Pollution
Control Act to the City of Glendale and understands and agrees that the City will, in turn, report
each violation as required to assure notification to the Federal Emergency Management Agency,
and the appropriate Environmental Protection Agency Regional Office.

D. Contractor agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance.

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS56AC163F

8. Prohibition on certain _telecommunications and_video surveillance services or
equipment (Huawei and ZTE). Contractor is prohibited from obligating or expending loan or
grant funds to:

(1) Procure or obtain;

(2) Extend or renew a contract to procure or obtain; or

(3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment,
services, or systems that uses covered telecommunications equipment or services as a substantial
or essential component of any system, or as critical technology as part of any system. As described
in Public Law 115-232, section 889, covered telecommunications equipment is
telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities).

(i) For the purpose of public safety, security of government facilities, physical
security surveillance of critical infrastructure, and other national security
purposes, video surveillance and telecommunications equipment produced
by Hytera Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any subsidiary
or affiliate of such entities).

(ii) Telecommunications or video surveillance services provided by such
entities or using such equipment.

(iii) | Telecommunications or video surveillance equipment or services produced
or provided by an entity that the Secretary of Defense, in consultation with
the Director of the National Intelligence or the Director of the Federal
Bureau of Investigation, reasonably believes to be an entity owned or
controlled by, or otherwise connected to, the government of a covered
foreign country.

9. Buy USA - Domestic Preference for certain procurements using federal funds.
Contractor should, to the greatest extent practicable under a Federal award, provide a preference
for the purchase, acquisition, or use of goods, products, or materials produced in the United States
(including but not limited to iron, aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including all contracts and purchase
orders for work or products under this award. For purposes of this section:

(1) “Produced in the United States” means, for iron and steel products, that all manufacturing
processes, from the initial melting stage through the application of coatings, occurred in the United
States.

(2) “Manufactured products” means items and construction materials composed in whole orin

part of non-ferrous metals such as aluminum; plastics and polymer-based products such as
polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

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10. Procurement of Recovered Materials: (applies only if the work involves the use of
materials)

A. In the performance of this contract, the Contractor shall make maximum use of products
containing recovered materials that are EPA-designated items unless the product cannot be
acquired:

(i) Competitively within a timeframe providing for compliance with the contract
performance schedule;

(ii) Meeting contract performance requirements; or
(iii) | At areasonable price.

B. Information about this requirement, along with the list of EPA- designated items, is
available at EPA’s Comprehensive Procurement Guidelines web site,
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.

Cc. The Contractor also agrees to comply with all other applicable requirements of Section
6002 of the Solid Waste Disposal Act.

11. Publications. Any publications produced with funds from this award must display the
following language: “This project [is being] [was] supported, in whole or in part, by federal award
number [enter project FAIN] awarded to [name of Recipient] by the U.S. Department of the
Treasury.”

12. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR
19217 (Apr. 18, 1997), Contractor is encouraged to adopt and enforce on-the-job

seat belt policies and programs for your employees when operating company-

owned, rented or personally owned vehicles.

13. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR
51225 (Oct. 6, 2009), Contractor is encouraged to adopt and enforce policies that ban text
messaging while driving, and establish workplace safety policies to decrease accidents caused by
distracted drivers.

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- This form is required only for purchases of more than $100,000 -

31 CFR Part 21 — New Restrictions on Lobbying - CERTIFICATION REGARDING
LOBBYING

The undersigned certifies, to the best of their knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.

2. Ifany funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure
Form to Report Lobbying,” in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all contractors shall
certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000
and not more than $100,000 for each such failure.

The Contractor certifies or affirms the truthfulness and accuracy of each statement of its
certification and disclosure, if any. In addition, the Contractor understands and agrees that the
provisions of 31 U.S.C. Ch. 38, Administrative Remedies for False Claims and Statements, apply
to this certification and disclosure, if any.

(Signatures on following page.)

Docusign Envelope ID: 80D04984-483E-4537-977F-ABAAS6AC163F

IN WITNESS WHEREOF, a duly authorized representative of each party has executed and
entered into this Addendum on its behalf as of the Effective Date.

CITY OF GLENDALE, an Arizona
municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey City Attorney

1&1 Software Inc
a Pennsylvania corporation

DocuSigned by:
[ eéynder Woeditng 10/30/2024