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Contract 2020-081AAGREEMENT NO. bpi • SS FOR INFORMATION TECHNOLOGY SOLUTIONS & SERVICES THIS AGREEMENT, is made and entered into this 10 day of kwenl�,e.� 2020, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and SHI International Corp, whose address is: 290 Davidson Ave, Somerset, NJ 08873, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Mesa through the public procurement process awarded an Agreement for IT Solutions & Services, City of Mesa Contract Number 2018011; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the City of Mesa Contract Number 2018011; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I — SCOPE OF WORK The CONTRACTOR shall furnish IT solutions and services as described in the City of Mesa Contract Number 2018011, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit `B', attached hereto and incorporated herein. ARTICLE III — TERM AND TERMINATION This Agreement is to become effective upon execution by both parties, and shall remain in effect until February 28, 2023, unless terminated or renewed by the City of Mesa. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional 1-year terms. ARTICLE IV — PROVISION OF SERVICES AND COMPLETION OF WORK 1. The CONTRACTOR shall only provide to CITY IT solutions and services upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in Contract 2018011 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. 2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. 3. It is expressly understood and agreed that the passing, approval and/or acceptance of any IT solutions and services herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted IT solutions and services so as to comply with the warranties and specifications hereof. 4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 2 ARTICLE V — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE VI — DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Commercial General Liability Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: 3 (a) CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article.; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIR — NOTICES 4 All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: SHI International Corp 290 Davidson Ave Somerset, NJ 08873 Attn: OWNER: City of Clermont Attn: Darren S. Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX — MISCELLANEOUS 1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver — The waiver by city of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 3. Severability — If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment — Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 5 6. Assignment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 7. Venue — The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 8. Applicable Law — This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. Z ARTICLE X — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order / Notice To Proceed 3. An applicable Contractor Quote or Statement of Work 4. All documents contained in the City of Mesa Contract 2018011 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this_AO day of NWQ_V&Cc . 2020. CITY OF CLERMONT Gail L. 1 , Mayor ATTEST; Tracy Ackroyd Howe, City Clerk We. 7 SHI International Corp By: _ ff::� (Signature) Print Name: Cassie Skelton Title: Senior Manager Contracts Date: 12/22/2020 CITY OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation ("Agreement°) is entered into this 27th day of February, 2018, by and between the City of Mesa, Arizona, an Arizona municipal corporation ("W), and SHI INTERNATIONAL CORP, a New Jersey corporation (" ontra or'). The City and Contractor are each a "Party° to the Agreement or together are "Parties" to the Agreement. RECITALS A. The City issued solicitation number 2018011 ("Solicitation") for INFORMATION TECHNOLOGY SOLUTIONS & SERVICES, to which Contractor provided a response ("Response°); and B. The City Selected Contractor's Response as being in the best interest of the City and wishes to engage Contractor in providing the Services/Products described in the Solicitation and Response. C. "Services" means the resale services provided by Contractor under this Agreement; i.e. sourcing and fulfilling the Product and/or providing deliverables identified in an Order. D. "Products" means collectively third -party software, computer peripherals, computer hardware, and associated IT services provided by third parties or Contractor, as the case may be. E. "Order" means the form of purchase order or other document used for the purpose of ordering Product and/or deliverables pursuant to this Agreement. Order shall also include a phone order 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 March 1, 2018 and ending on February 28, 2023. The use of the word "Tenn° in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1. 1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2), one (1) year periods. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then - current term. 1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City's sole discretion this Agreement may be extended on a month -to -month basis for a maximum of six (6) months to allow for the City's procurement processes in the selection of a Contractor to provide the Services/Products provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then - current term. 1.3 Delivery. Delivery shall be made to the location(s) contained in the Scope of Work within thirty (30) days after receipt of an Order. 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 Page 2 of 33 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. 2. Scone of Work. The Contractor will provide the necessary staff, Services and associated resources to provide the City with the Services, Products, 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. Ordem. 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, Exhibits, 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 (Exhibit C) 2. Pricing (Exhibit B) 3. Scope of Work (Exhibit A) 4. Other Exhibits not listed above d. Solicitation including any addenda e. Contractor's Response 5. Payment. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit B ('Prcina') in consideration of Contractor's performance of the Scope of Work during the Tenn. 6. Pricina. 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. Page 3 of 33 It is the Contractors 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. The Contractor further agrees that any reductions in the price of the Products or Services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. No price modifications will be accepted without proper request by the Contractor and response by the City's Purchasing Division. 6.2 Price Adiustment. 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 Contractors actual expenses or other reasonable adjustment in providing the Services/Products under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change. During the sixty (60) day period prior to 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/cpVhome.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 property 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: a. Contractor name, address, and contact information; b. City billing information; C. City contract number as listed on the first page of the Agreement; d. Invoice number and date; e. Payment terms; f. Date of Service or delivery of Product; g. Description of Products or Services provided; h. If Products provided, the quantity delivered and pricing of each unit; Page 4 of 33 i. Applicable taxes; and j. Total amount due. 6.5 Pavement of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the Agreement; otherwise, payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available. 6.6 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for Products/Service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 7. Insurance. 7.1 Contractor must obtain and maintain at its expense throughout the Term of 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. 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. 7.2 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. Page 5 of 33 7.7 All insurance 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 occurrencet$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For Commercial General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement. 7.8.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non -owned autos. 8. Requirements Contract Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders 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/retumpolicy 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. 9. 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. 10. 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. 11. OEM 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 Warra). Contractor shall forward the OEM Product Warranties to the City which are provided to Contractor from the OEM of the Product and, to the extent granted by the OEM, the City shall be the beneficiary of the OEM's Product Warranties Page 6 of 33 with 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. 12. Representations of Contractor. To the best of Contractor's knowledge, Contractor agrees that: a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor's undertaking of the relationship with the City; b. Performance of the Services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; C. Contractor will not use in the performance of Contractor's responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement. 13. Mesa Standard Terms and Conditions. Exhibit C to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a "party" or "parties" in the Mesa Standard Terms and Conditions. The Term is referred to as the"term' in the Mesa Standard Terms and Conditions. 14. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought. 15. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control. Exhibits to this Agreement are the following: (A) Scope of Work / Technical Specifications (B) Pricing (C) Mesa Standard Terns and Conditions 16. Attorneys' Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorneys fees, court costs, and other litigation related costs and fees from the other Party. 17. 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 Page 7 of 33 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 Contractors Return Policy found at www.shi.com/returnpolicy, with the terms of the Agreement controlling. 18. 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. 19. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement. By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF MRSA. ARIZONA SHI INTERNATIONAL CORP. OEM �j S Cassie Skelton Printed Name Printed Name e(24)GES �QE� Contracts Manager Title Title 2 -27-18 2C27h8 Date Date REVIEWED Y: By: Page 8 of 33 EXHIBIT A SCOPE OF WORK 1. MINIMUM REQUIREMENTS. Contractor must meet the following minimum qualifications: a. A full range of information technology solution Products and Services to meet varying requirements of governmental agencies. b. Have a strong national presence as a computer solutions provider. C. Have a distribution model capable of delivering Products, free of charge, in a timely manner on a nationwide basis. d. Have a demonstrated sales presence. e. Ability to provide a toll -free telephone and state of the art electronic facsimile and internet ordering and billing capabilities. f. Be able to meet the minimum requirements of the cooperative purchasing program detailed herein. 2. ORDERING. Although the City is open to alternate ordering methods, the primary methods for customers placing orders with the Contractor is through the following: a. Online b. Telephone C. Fax d. Email 3. SCOPE OF PRODUCTS. Contractor will provide the ability to purchase a comprehensive, wide variety of Information Technology Solution Products including but not limited to the following categories: a. Personal Computer Systems: National brand name desktop PCs, notebooks and laptops from Enterprise Tier and Middle Tier Contractors that are business related computers, manufactured by companies, such as, Apple, COMPAQ, Dell, Gateway, Hewlett Packard, IBM / Lenovo and Toshiba. b. Standard Business Workstation: These will be used for typical tasks, which will include word processing, spreadsheet analysis, database management, business graphics, statistical analysis, intemet, and other office automation activities. Product will include the operating system license, software media and documentation in the hardware shipment. C. High End Workstation: These will be used by application developers using GIS, CASE or other high-level language development tools, Computer Aided Design and Drafting professional, Internet Application developers or other sophisticated application work. Product will include the operating system license, software media and documentation in the hardware shipment. d. Laptop Computer or Notebook: These will be used by traveling or remote access users for typical office automation and business productivity use. With a port replicator or docking station, it may also be used as a standard desktop. Product will include the operating system license, software media and documentation in the hardware shipment. e. Network Equipment: This includes equipment primarily used for communications over an IP network. This includes layer 2 and layer 3 switches, routers, area wireless access points, 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 not limited to, Cisco Systems, Dell, Page 9 of 33 Juniper Networks, HP, Extreme Networks, Enterasys Networks, D-Link, Netgear, and Brocade Communications Systems. Monitors: These will include plug and play compatible monitors that are manufactured for the above systems and/or any other brand that may be specifically called for by the ordering entity and which meet the most current UL and OSHA requirements. g. Computer and Network Products and Peripherals: Complete availability of major manufacturers Product lines on items such as, but not limited to RAM, graphic accelerator cards, network interface cards, cables, printers, scanners, keyboards, drives, memory cards, cables, batteries, etc. h. Services: Services such as cloud computing, consulting, technical support, leasing/financing, trade-ins, repair, design, analysis, configuration, implementation, installation, training, and maintenance, etc. In addition, Services which are related to the design, use or operation of the Products being purchased such as system configurations, testing, hardware/software installation, upgrades, imaging, etc. Note. All hardware must come fully assembled. For example, if extra memory, additional drives or peripherals are ordered, the Contractor must install them unless the Participating Agency request they not be installed. Contractor shall provide these assembly and installation services as stated in the applicable Order, any additional terms and costs that may apply will be identified in the quote. In cases of custom configuration (e.g.: imaging, etching, kitting, build to order machines, rack and stack servers) and large roll outs, there may be an additional cost associated with assembly. Any additional costs will be noted at the time of quoting. Installation/deployment projects typically are governed by a scope of work speck to the project which may require an additional cost. If installation is requested the Contractor will review options and provide the scope of work as well as any associated costs at the time of quoting. Comprehensive Product Offering: Contractor's complete catalog and Services set forth in Exhibit B shall be available. 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. 4. LICENSES. Participating Agencies may be required to sign a separate agreement, rider or End User Licensing Agreement ("EULA') as required by manufacturers. 5. DEFECTIVE PRODUCT. All defective Products shall be replaced and exchanged by the Contractor at no cost to the City in accordance with this Agreement and Contractor's Return Policy found at www.shi.com/retumr)olicy, with the terms of this Agreement controlling. Contractor will order a replacement unit within one (1) business day of notice of damage, defect or DOA from the City. 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) days of initial notification. Page 10 of 33 EXHIBIT B PRICING Item # Product Product / Group Discount Manufacturer Name 1) Desktops 4.50% SHI's Full Catalog of Systems 2) Notebooks 4.50% SHI's Full Catalog of Systems 1) Group 1- Systems 3) Tablets 4.50% SHI's Full Catalog of Systems 4) Servers 4.50% SHI's Full Catalog of (1 Processor, 2 Processor, 4+ Systems Processor, Blade, Tower, Unix, Handhelds, etc) 5.00% SHI's Full Catalog of 5) Keyboards Input Devices 5.00% SHI's Full Catalog of 6) Mice Input Devices 4.00% SHI's Full Catalog of 7) imaging Scanners Input Devices 4.00% SHI's Full Catalog of 8) POS Scanners Input Devices 4.00% SHI's Full Catalog of 9) Pointing Devices Input Devices 10) Bar Code Readers 4.00% SHI's Full Catalog of Input Devices 2) Group 2 -Input Devices 4.00% SHI's Full Catalog of 11) Audio Input Input Devices 4.00% SHI's Full Catalog of 12) Input Adapters Input Devices 4.00% SHI's Full Catalog of 13) PC and Network Cameras Input Devices 4.00% SHI's Full Catalog of 14) Input Cables Input Devices 4.00% SHI's Full Catalog of 15) Input Accessories Input Devices 4.50% SHI's Full Catalog of 3) Group 3 -Output Devices 16) Displays Output Devices 4.50% SHI's Full Catalog of 17) Printers Output Devices Page 11 of 33 4.50% SHI's Full Catalog of 18) Inkjet Printers Output Devices 4.50% SHI's Full Catalog of 19) Inkjet Photo Printers Output Devices 4.50% SHI's Full Catalog of 20) Laser Printers Output Devices 4.50% SHI's Full Catalog of 21) Label Printers Output Devices 4.50% SHI's Full Catalog of 22) Dot Matrix Printers Output Devices 4.50% SHI's Full Catalog of 23) Multi -Function Printers Output Devices 4.50% SHI's Full Catalog of 24) Wide Format Printers Output Devices 4.50% SHI's Full Catalog of 25) Multi -Function Inkjet Printers Output Devices 4.50% SHI's Full Catalog of 26) Wide Format Printers Output Devices 4.50% SHI's Full Catalog of 27) Fax Machine Printers Output Devices 4.50% SHI's Full Catalog of 28) Printer Accessories Output Devices 4.50% SHI's Full Catalog of 29) Projectors Output Devices 4.50% SHI's Full Catalog of 30) Projector Accessories Output Devices 4.50% SHI's Full Catalog of 31) Audio Input Output Devices 4.50% SHI's Full Catalog of 32) Video Cards Output Devices 4.50% SHI's Full Catalog of 33) Sound Cards Output Devices 4.50% SHI's Full Catalog of 34 Output Accessories Output Devices 4.50% SHI's Full Catalog of 35) Printer Consumables Output Devices 36) Desktop 4.50% SHI's Full Catalog of Memory 4) Group 4 - Memory 37) Flash 4.50% SHI's Full Catalog of Memory Page 12 of 33 38) Networking 4.50% SHI's Full Catalog of Memory 39) Notebook 4.50% SHI's Full Catalog of Memory 40) Printer/Fax 4.50% SHI's Full Catalog of Memory 41) Server 4.50% SHI's Full Catalog of Memory 4.00% SHI's Full Catalog of 42) Adapters Fiber Channel Storage Devices 4.00% SHI's Full Catalog of 43) Adapters FireWire / USB Storage Devices 4.00% SHI's Full Catalog of 44) Adapters IDE/ATA/SATA Storage Devices 4.00% SHI's Full Catalog of 45) Adapters RAID Storage Devices 4.00% SHI's Full Catalog of 46) Adapters SCSI Storage Devices 4.00% SHI's Full Catalog of 47) Bridges & Routers Storage Devices 48) Disk Arrays 4.00% SHI's Full Catalog of Storage Devices 49) Disk Arrays JBOD 4.00% SHI's Full Catalog of Storage Devices 5) Group 5 - Storage Devices 50) Drives Magneto -Optical 4.00% SHI's Full Catalog of Storage Devices 51) Drives Removable Disks 4.00% SHI's Full Catalog of Storage Devices 52) Fiber Channel Switches 4.00% SHI's Full Catalog of Storage Devices 53) Hard Disks - External 4.00% SHI's Full Catalog of Storage Devices 4.00% SHI's Full Catalog of 54) Hard Disks - Fiber Channel Storage Devices 4.00% SHI's Full Catalog of 55) Hard Disks - IDE/ATA/S Storage Devices 4.00% SHI's Full Catalog of 56) Hard Disks -Notebook Storage Devices 4.00% SHI's Full Catalog of 57) Hard Disks -SCSI Storage Devices Page 13 of 33 4.00% SHI's Full Catalog of 58) Networking Accessories Storage Devices 4.00% SHI's Full Catalog of 59) Optical Drives -CD-ROM Storage Devices 4.00% SHI's Full Catalog of 60) Optical Drives - CD-RW Storage Devices 61) Optical Drives - DVD-CD 4.00% SHI's Full Catalog of Storage Devices 62) Optical Drives - DVD-RW 4.00% SHI's Full Catalog of Storage Devices 63) Storage Accessories 4.00% SHI's Full Catalog of Storage Devices 64) Storage - NAS 4.00% SHI's Full Catalog of Storage Devices 65) Storage - SAN 4.00% SHI's Full Catalog of Storage Devices 66) Tape Autoloaders -AIT 4.00% SHI's Full Catalog of Storage Devices 4.00% SHI's Full Catalog of 67) Tape Autoloaders - DAT Storage Devices 4.00% SHI's Full Catalog of 68) Tape Autoloaders - DLT Storage Devices 4.00% SHI's Full Catalog of 69) Tape Autoloaders - LTO Storage Devices 4.00% SHI's Full Catalog of 70) Tape Drives - 4mm Storage Devices 4.00% SHI's Full Catalog of 71) Tape Drives - 8mm/VXA Storage Devices 4.00% SHI's Full Catalog of 72) Tape Drives - AIT Storage Devices 4.00% SHI's Full Catalog of 73) Tape Drives - DAT Storage Devices 74) Tape Drives - DLT 4.00% SHI's Full Catalog of Storage Devices 75) Tape Drives - LTO/Ultrium 4.00% SHI's Full Catalog of Storage Devices 76) Tape Drives SDLT 4.00% SHI's Full Catalog of Storage Devices 77) Tape Drives - Travan 4.00% SHI's Full Catalog of Storage Devices Page U of 33 78) 10/100 Hubs & Switches 5.00% SHI's Full Catalog of Network Equipment 79) Bridges & Routers 5.00% SHI's Full Catalog of Network Equipment 5.00% SHI's Full Catalog of 80) Gigabit Hubs & Switches Network Equipment 5.00% SHI's Full Catalog of 81) Concentrators & Multiplexers Network Equipment 5.00% SHI's Full Catalog of 82) Hardware Firewails Network Equipment 5.00% SHI's Full Catalog of 83) Intrusion Detection Network Equipment 5.00% SHI's Full Catalog of 84) KVM Network Equipment 5.00% SHI's Full Catalog of 85) Modems Network Equipment 86) Network Test Equipment 5.00% SHI's Full Catalog of Network Equipment 6) Group 6 - Network Equipment 5.00% SHI's Full Catalog of 87) Network Adapters Network Equipment 5.00% SHI's Full Catalog of 88) Network Cables Network Equipment 5.00% SHI's Full Catalog of 89) Network Accessories Network Equipment 5.00% SHI's Full Catalog of 90) Repeaters & Transceivers Network Equipment 5.00% SHI's Full Catalog of 91) Wireless LAN Accessories Network Equipment 5.00% SHI's Full Catalog of 92) Token Authentication Network Equipment 5.00% SHI's Full Catalog of 93) 10G Fiber Optic Transceivers Network Equipment 5.00% SHI's Full Catalog of 94) 1G Fiber Optic Transceivers Network Equipment 95) Licensing Packages (e.g. Microsoft) 4.50% SHI's Full Catalog of Software 96) Licensing Backup 4.50% SHI's Full Catalog of Software 7) Group 7 -Software 4.50% SHI's Full Catalog of 97) Licensing Barcode/OC Software Page 16 of 33 4.50% SHI's Full Catalog of 98) Licensing Business Application Software 4.50% SHI's Full Catalog of 99) Licensing CAD/CAM Software 4.50% SHI's Full Catalog of 100) Licensing - Cloning Software 4.50% SHI's Full Catalog of 101) Licensing -Computer Services Software 4.50% SHI's Full Catalog of 102) Licensing - Database Software 4.50% SHI's Full Catalog of 103) Licensing - Development Software 4.50% SHI's Full Catalog of 104) Licensing - Entertainment Software 4.50% SHI's Full Catalog of 105) Licensing - Financial Software 4.50% SHI's Full Catalog of 106) Licensing -Flow Chart Software 4.50% SHI's Full Catalog of 107) Licensing - Graphic Design Software 4.50% SHI's Full Catalog of 108) Licensing - Handheld Software 4.50% SHI's Full Catalog of 109) Licensing - Network OS Software 4.50% SHI's Full Catalog of 110) Licensing - OS Software 111) Licensing - Personal Organization 4.50% SHI's Full Catalog of Software 4.WA SHI's Full Catalog of 112) Licensing - Presentation Software 4.50% SHI's Full Catalog of 113) Licensing - Reference Software 4.50% SHI's Full Catalog of 114) Licensing -Report Analysis Software 4.50% SHI's Full Catalog of 115) Licensing -Spreadsheet Software 4.50% SHI's Full Catalog of 116) Licensing - Utilities Software 4.50% SHI's Full Catalog of 117) Licensing -Warranties Software Page 16 of 33 4.50% SHI's Full Catalog of 118) Licensing -Web Development Software 4.50% SHI's Full Catalog of 119) Licensing -Word Processing Software 4.50% 51-11's Full Catalog of 120) Software -Backup Software 4.50% SHI's Full Catalog of 121) Software - Barcode / OCR Software 122) Software - Business 4.50% SHI's Full Catalog of Application Software 4.50% SHI's Full Catalog of 123) Software - CAD/CAM Software 4.50% SHI's Full Catalog of 124) Software - Cloning Software 4.50% SHI's Full Catalog of 125) Software -Computer Services Software 4.50% SHI's Full Catalog of 126) Software -Database Software 4.50% SHI's Full Catalog of 127) Software - Development Software 4.50% SHI's Full Catalog of 128) Software -Entertainment Software 4.50% SHI's Full Catalog of 129) Software - Financial Software 4.50% SHI's Full Catalog of 130) Software - Flow Chart Software 4.50% SHI's Full Catalog of 131) Software -Graphic Design Software 4.50% SHI's Full Catalog of 132) Software - Handheld Software 4.50% SHI's Full Catalog of 133) Software - OS Software 134) Software - Personal Organization 4.50% SHI's Full Catalog of Software 4.50% SHI's Full Catalog of 135) Software - Presentation I Software 4.50% SHI's Full Catalog of 136) Software - Reference Software 4.50% SHI's Full Catalog of 137) Software -Report Analysis Software Page 17 of 33 4.50% SHI's Full Catalog of 138) Software -Spreadsheet Software 4.50% SHI's Full Catalog of 139) Software -Utilities Software 4.50% SHI's Full Catalog of 140) Software -Warranties Software 4.50% SHI's Full Catalog of 141) Software - Web Development Software 4.50% SHI's Full Catalog of 142) Software -Word Processing Software 4.0096 SHI's Full Catalog of 143) Media - 4mm tape Media Supplies 4.00% SHI's Full Catalog of 144) Media - AIT tape Media Supplies 4.00% SHI's Full Catalog of 145) Media - DAT tape Media Supplies 4.00% SHI's Full Catalog of 146) Media - DLT tape Media Supplies 147) Media LTO / Ultrium tape drive 4.00% SHI's Full Catalog of Media Supplies 8j Group 8 -Media Supplies 148) Media - Magneto - Optical 4.00% SHI's Full Catalog of Media Supplies 4.00% SHI's Full Catalog of 149) Media - Optical Media Supplies 4.00% SHI's Full Catalog of 150) Media - SLR toe Media Supplies 4.00% SHI's Full Catalog of 151) Media - Travan tape Media Supplies 4.00% SHI's Full Catalog of 152) Media - VXA tape Media Supplies 4.00% SHI's Full Catalog of 153) Media - zip Media Supplies 4.00% SHI's Full Catalog of Collaboration and IP 154) IP phones Telephony 155) Video conferencing products 4.00% SHI's Full Catalog of Collaboration and IP Telephony 9) Group 9 - Collaboration & IP Telephony 4.00% SHI's Full Catalog of Collaboration and IP 156) Voice gateways / servers Telephony Page 18 of 33 4.00% SHI's Full Catalog of Collaboration and IP 157) Headsets Telephony 4.00% SHI's Full Catalog of Collaboration and IP 158) Audio conferencing products Telephony 4.00% SHI's Full Catalog of Collaboration and IP 159) Analog phones Telephony 4.00% SHI's Full Catalog of Collaboration and IP 160) Accessories Telephony 4.00% SHI's Full Catalog of 161) Advanced Integration Other 4.00% SHI's Full Catalog of 162) Asset Disposal Other 4.00% SHI's Full Catalog of 163) Asset Management Other 4.00% SHI's Full Catalog of 164) Cables Other 4.00% SHI's Full Catalog of 165) Cables - custom Other 4.00% SHI's Full Catalog of 166) Cables - printer Other 4.00% SHI's Full Catalog of 10) Group 1.0 -Other 167) Complex warranties Other 4.00% SHI's Full Catalog of 168) Desktop Accessories Other 4.00% SHI's Full Catalog of 169) Display Accessories Other 4.0096 SHI's Full Catalog of 170) Electronic Services Other 4.00% SHI's Full Catalog of 171) Handheld Accessories Other 4.00% SHI's Full Catalog of 172) Imaging Accessories Other 4.00% SHI's Full Catalog of 173) Imaging - Camcorders Other 4.00% SHI's Full Catalog of 174) Imaging - Digital Cameras Other Page 19 of 33 4.00% SHI's Full Catalog of 175) Internal Lab Service Other 4.00% SHI's Full Catalog of 176) Lab fees Other 4.00% SHI's Full Catalog of 177) Managed Services Other 4.00% SHI's Full Catalog of 178) Miscellaneous solutions Other 179) Mounting hardware for vehicles 4.00% SHI's Full Catalog of Other 4.00% SHI's Full Catalog of 180) Networking Warranties Other 4.00% SHI's Full Catalog of 181) Notebook Accessories Other 4.00% SHI's Full Catalog of 182) Notebook Batteries Other 4.00% SHI's Full Catalog of 183) PC Lab order services Other 4.00% SHI's Full Catalog of 184) POS Accessories Other 4.00% SHI's Full Catalog of 185) POS Displays Other 4.00% SHI's Full Catalog of 186) Power Accessories Other 4.00% SHI's Full Catalog of 187) Power Surge Protection Other 4.00% SHI's Full Catalog of 188) Power UPS Other 4.00% SHI's Full Catalog of 189) Server Accessories Other 4.00OA SHI's Full Catalog of 190) Service Charge Other 4.0056 SHI's Full Catalog of 191) System Components Other 4.00% SHI's Full Catalog of 192) Training Courses Other 4.00% SHI's Full Catalog of 193) Training Reference Manuals Other 4.00OA SHI's Full Catalog of 194) Warranties - Electronic Other Page 20 of 33 4.00% SHI's Full Catalog of 195) WAD / Tablet Stylus Other 4.00% SHI's Full Catalog of 196) Mouse / Wrist Pads Other 4.00•O6 SHI's Full Catalog of 197) Security Locks and Hardware Other 4.00% SHI's Full Catalog of 198) Tools Other 199) Document Scanner 4.00% SHI's Full Catalog of Accessories Other 4.00% SHI's Full Catalog of 200) Flatbed Scanners Other 4.00% SHI's Full Catalog of 201) Mobile Scanners Other 4.00% SHI's Full Catalog of 202) Network Scanners Other 4.00% SHI's Full Catalog of 203) Sheet fed Scanners Other 4.00% SHI's Full Catalog of 204) Wide Format Scanners Other 205) Workgroup / Department Scanner 4.00% SHI's Full Catalog of Other 4.00% SHI's Full Catalog of 206) Build to Order Desktops Other 4.00% SHI's Full Catalog of 207) Nettop Other 4.00% SHI's Full Catalog of 208) Point of Sale Other 4.00% SHI's Full Catalog of 209) Ultra Small Form Factor Other 210) Apple / Mac Memory 4.00% SHI's Full Catalog of Upgrades Other 4.00% SHI's Full Catalog of 211) Chips / SIMMs/SIPPs / ROMs Other 4.00% SHI's Full Catalog of 212) Computer Cases Other 4.00% SHI's Full Catalog of 213) CPUs / Fans Other 4.00% SHI's Full Catalog of 214) Memory Accessories Other Page 21 of 33 4.00% SHI's Full Catalog of 215) Motherboards / Chassis Other 4.00% SHI's Full Catalog of 216) 1- 2 port Serial Boards Other 4.00% SHI's Full Catalog of 217) 3+ port Serial Boards Other 4.00% SHI's Full Catalog of 218) Console Server Other 4.00% SHI's Full Catalog of 219) Device Server Other 4.00% SHI's Full Catalog of 220) Terminal Server Other 4.00% SHI's Full Catalog of 221) Content Management Other 4.00% SHI's Full Catalog of 222) Firewall / VPN Appliances Other 223) Multifunction Security Appliances 4.00% SHI's Full Catalog of Other 4.00% SHI's Full Catalog of 224) Network Camera Accessories Other 4.00% SHI's Full Catalog of 225) Network Cameras Other 226) Physical/Environmental 4.00% SHI's Full Catalog of Security Other 227) Security Appliance Accessories 4.00% SHI's Full Catalog of Other 4.00% SHI's Full Catalog of 228) Security Tokens Other 4.00% SHI's Full Catalog of 229) Unified Threat Management Other 4.00% SHI's Full Catalog of 230) 2-way Radios / Walkie Talkies Other 4.00% SHI's Full Catalog of 231) Apple Notebooks Other 232) Convertible PCs / Slate PCs / 4.00% SHI's Full Catalog of WAD Other 4.00% SHI's Full Catalog of 233) WAD Other 4.0096 SHI's Full Catalog of 234) Slate Tablet Computers I Other Page 22 of 33 4.00% SHI's Full Catalog of 235) GPS / PDA Other 236) Wireless Communication Devices 4.00% SHI's Full Catalog of Other 4.00% SHI's Full Catalog of 237) Batteries Other 4.00% SHI's Full Catalog of 238) Power Supplies / Adapters Other 4.00% SHI's Full Catalog of 239) Rackmountain Equipment Other 4.00% SHI's Full Catalog of 240) Remote Power Management Other 4.00% SHI's Full Catalog of 241) Surge Suppressors Other 4.00% SHI's Full Catalog of 242) UPS / Battery Backup Other 4.00% SHI's Full Catalog of 243) 14" & smaller LCD Display Other 4.00% SHI's Full Catalog of 244) 15-19" LCD Display Other 4.00% SHI's Full Catalog of 245) 15-19" Wide LCD Display Other 4.00% SHI's Full Catalog of 246) 15-19" Wide LED Display Other 4.00% SHI's Full Catalog of 247) 20-30" LCD Display Other 4.00% SHI's Full Catalog of 248) 20-30" Wide LCD Display Other 4.00% SHI's Full Catalog of 249) 20-30" Wide LED Display Other 4.00OA SHI's Full Catalog of 250) PCoIP and Zero Client Displays Other 4.00% SHI's Full Catalog of 251) Arm Mounts Other 4.00% SHI's Full Catalog of 252) Ceiling Mounts Other 4.00% SHI's Full Catalog of 253) Combo Mounts Other 4.00% SHI's Full Catalog of 254) Desktop Stands / Risers Other Page 23 of 33 4.00% SHI's Full Catalog of 255) Flat Wall Mounts Other 4.00% SHI's Full Catalog of 256) Mount Accessories Other 4.00% SHI's Full Catalog of 257) Pole Display Other 4.00% SHI's Full Catalog of 258) Stands / Carts / Feet Other 4.00% SHI's Full Catalog of 259) Tilt Wall Mounts Other 4.00% SHI's Full Catalog of 260) C-Cure Products Other 4.00% SHI's Full Catalog of 261) Istar Products Other SERVICE STANDARD HOURLY RATE DISCOUNT FROM STANDARD RATE Design and Analysis $ 125.00 4% Configuration $ 165.00 4% Implementation $ 185.00 4% 11) Group 11- Services Installation $ 185.00 4% Training $ 99.00 4% Maintenance & Support $ 99.00 4% All other Current and Future Products not specifically identified here will be offered at a 4% discount off SHI Advertised List price. Please see description below for more information on SHI's discount model for this contract. All discounts articulated here represent the minimum discounts off SHI Advertised List Price; actual discounts may be significantly higher. Page 24 of 33 The comprehensive SHI offering for National IPA consists of all hardware, software, and services available to our customers in the public sector marketplace. The discount structure offered to National IPA is based on our Advertised Price list which can be located on www.shi.com. In many cases, SHI Advertised list Price already reflects a substantial discount off of Manufacturer Published List prices. Given the breadth of manufacturers and products that SHI offers, there will be many opportunities for SHI to secure additional discounts for eligible contract users. We work to provide your contract users with the most advantageous pricing available, above and beyond the minimum discounts offered, whenever possible. SHI prides ourselves on being honest and transparent with our customers especially when it comes to pricing. We base our discount structure on SHI Advertised Price as this is a verifiable source. We do not inflate this Advertised Price for RFPs in order to make our discounts appear larger. Other vendors may use MSRP or Publisher list price, which can be unreliable as a pricelist may not exist for every product, a pricelist can change from day to day, and a pricelist can be inconsistent depending on where you source the information from. When a vendor manipulates contract language in this manner or uses a loose definition of cost, it results in an increase in profit for them and higher prices for customers. SHI is willing to provide complete transparency over the life of the contract as it relates to our costs and what we charge National IPA customers. Page 25 of 33