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HomeMy Public PortalAboutResolution No. 24-044 - Piggyback Sourcewell Cooperative Program Agreement with SHI for Software and Hardware ProductsSponsored by: Interim City Manager RESOLUTION NO. 24-044 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER TO PIGGYBACK SOURCEWELL COOPERATIVE PROGRAM AGREEMENT #081419-SHI WITH SHI INTERNATIONAL CORP. FOR THE PROVISION OF VARIOUS HARDWARE AND SOFTWARE PRODUCTS AND EQUIPMENT, IN AN AMOUNT NOT TO EXCEED SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Information Technology Department of the City of Opa-Locka, Florida is in need of various hardware and software products and equipment; and WHEREAS, the City Commission of the City of Opa-Locka adopted Resolution No. 23-076, which authorized the purchase of IT software and hardware for Fiscal Year 202-2023 through the Sourcewell Cooperative Purchasing Agreement; and WHEREAS, the City of the City of Opa-Locka's licenses for the Microsoft Office 365 Suite software is set to expire in March 2024 and requires immediate renewal. Therefore, the Information Technology Department is seeking approval to piggyback the Sourcewell Cooperative Agreement with SHI International to purchase the essential software that remains vital to the City of Opa-Locka 's daily operations. This software is used by all City staff to communicate electronically both internally and externally; and WHEREAS, through the utilization of Sourcewell information, the City of Opa- Locka ("City") has again identified SHI International as a provider to render these goods and/ or services; and WHEREAS, this software will assist the IT Department with the migration of the Opa-Locka Police Department from the use of Google email (G -Suite) to Microsoft Office 365 Suite in alignment with the remainder of the City; and 1 Resolution No. 24-044 WHEREAS, the expenditure shall not exceed the amount of Seventy -Five Thousand Dollars ($75,000.00); and WHEREAS, Sourcewell previously awarded a contract to SHI International Corp., attached as Exhibit "A", pursuant to its Request for Proposals (RFP) No. 081419 for Technology Catalog Solutions, for a three-year period commencing October 30, 2020 through October 30, 2023, with the option for an extension of up to one additional one-year period upon request of Sourcewell and with written agreement by SHI. On November 17, 2022, SHI and Sourcewell agreed to extend the contract for an additional period, with a new contract expiration date of October 30, 2024; and WHEREAS, SHI is a privately owned provider of technology products and services, headquartered in Somerset, NJ at 290 Davidson Ave. Somerset, NJ 08873. Contractor has customers in the academic, corporate, enterprise, and public sector. Contractor helps organizations around the world achieve their business and technology goals through the delivery of integrated solutions, services and IT equipment; and WHEREAS, pursuant to Section 2-318 (3) of the City's Purchasing Code allows for purchases and acquisitions under contracts of the federal government, the State of Florida or its political subdivisions and also municipal co-operative purchasing organizations and programs. The City Manager has determined that the prices of the original contract are competitive and reasonable; and WHEREAS, SHI's quote is based on the Sourcewell Cooperative Program, which is a purchasing cooperative created by the Minnesota legislature which serves as the basis for piggybacking contracts for hundreds of agencies across the nation; and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback the Sourcewell contract #081419-SHI with SHI International Corp., in order to benefit from already negotiated rates and enter into an agreement with Contractor for various hardware and software products and equipment, in an amount not to exceed Seventy -Five Thousand Dollars ($75,000.00). NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. Adoption of Representations. The above recitals are true and correct and are incorporated into this Resolution by reference. 2 Resolution No. 24-044 Section 2. Authorization. The City Commission hereby authorizes the Interim City Manager to piggyback the Sourcewell contract #081419-SHI with SHI International Corp, to purchase various hardware and software products and equipment, in an amount not to exceed Seventy -Five Thousand Dollars ($75,000.00). Section 3. Scrivener's Errors. Sections of this Resolution may be renumbered or re - lettered and corrections of typographical errors, which do not affect the intent of this Resolution may be authorized by the Interim City Manager, following review by the City Attorney, without need of public hearing, by filing a corrected copy of same with the City Clerk. Section 4. Effective Date. This Resolution shall take effect upon the adoption and is subject to the approval of the Governor or Governor's Designee. PASSED and ADOPTED this 18th day of March, 2024. ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: oanna Flores, City Clerk rnadettNorris-Weeks, P.A. City Attorney Moved by: Commissioner Kelley Seconded by: Commissioner Williams 3 hn ,Taylor Jr., Mayor Resolution No. 24-044 VOTE: 5-0 Commissioner Bass YES Commissioner Kelley YES Commissioner Williams YES Vice Mayor Ervin YES Mayor Taylor YES 4 City of Opa-locka Agenda Cover Memo Department Director: Phil Walker Department Director Signature: -.-�. City Manager: Darvin Williams CM Signature: ~ Commission Meeting Date: Mar 13, 2024 Item Type: (EnterX in box) Resolution rdinance Other X Fiscal Impact: (EnterXin box) N/A Yes No Ordinance Reading: (EnterXin box) 1St Reading 2nd Reading X Public Hearing: (EnterXin box) Yes No Yes NO X Funding Source: Account# ; (Enter Fund & Dept) See Financial Impact Advertising Requirement: (EnterXin box) Yes No X Contract/P.O. Required: (EnterXin box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (EnterXin box) Yes No Strategic Plan Priority Enhance Organizational Bus. & Economic Dev Public Safety Quality of Education Qual. of Life & City Image Communication Area: Strategic Plan Obj./Strategy: (list the specific objective/strategy this item will address) X El Cl MI MI NI Sponsor Name City City Manager Department: Manager's Office City Manager Short Title: A resolution authorizing the Interim City Manager to purchase Information Technology software from SHI International Corp in an amount not to exceed $75,000. Staff Summary: History- The City Commission adopted Resolution No.23-076 which authorized the purchase of IT software and hardware for FY23 through the Sourcewell Cooperative Purchasing Agreements. Current Activity -The City's licenses for the Microsoft Office 365 Suite software is set to expire in March 2024 and requires immediate renewal. Therefore, the Information Technology Department is seeking approval to piggyback the Sourcewell Cooperative Agreement with SHI International to purchase the essential software that remains vital to the City's daily operations. This software is used by all City staff to communicate electronically both internally and externally. Through the utilization of Sourcewell information, the city has again identified SHI International as a provider to render these goods and/ or services. This software will assist the IT Department with the migration of the Opa-Locka Police Department from the use of Google email (G -Suite) to Microsoft Office 365 Suite in alignment with the remainder of the City. The expenditure shall not exceed the amount of $75,000. Financial Impact: Funding not to exceed $75,00 for this item will be charged between IT's Software Account 85-512528; FY24 budget of $840,341 and currently has $610,895 available as well the Police Departments Software Maintenance Account 26-521528; FY 24 budget of $156,770 with current $63,103 available. Current understanding is the split between the accounts is about 50-50%. The Police Department's allocation will have to be covered by a Budget Amendment. .Proposed Action: Staff recommends the City Commission approve the Interim City Manager to purchase Information Technology hardware and software with SHE International Corp in an amount not to exceed $75,000. Attachment: Sourcewell Cooperative Purchasing Documentation. Sponsored by: Interim City Manager RESOLUTION NO. 23-076 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER TO PIGGYBACK SOURCEWELL COOPERATIVE PROGRAM AGREEMENT #081419-SHI WITH SHI INTERNATIONAL CORP. FOR THE PROVISION OF VARIOUS HARDWARE AND SOFTWARE PRODUCTS AND EQUIPMENT, IN AN AMOUNT NOT TO EXCEED SIX HUNDRED NINETY THOUSAND DOLLARS ($690,000.00); PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Information Technology Department of the City of Opa-Locka, Florida is in need of various hardware and software products and equipment; and WHEREAS, Sourcewell previously awarded a contract to SHI International Corp., attached as Exhibit "A", pursuant to its Request for Proposals (REP) No. 081419 for Technology Catalog Solutions, for a three-year period commencing October 30, 2020 through October 30, 2023, with the option for an extension of up to one additional one- year period upon request of Sourcewell and with written agreement by SHI. On November 17, 2022, SHI and Sourcewell agreed to extend the contract for an additional period, with a new contract expiration date of October 30, 2024 ; and WHEREAS, SHI is a privately owned provider of technology products and services, headquartered in Somerset, NJ at 290 Davidson Ave. Somerset, NJ 08873. Contractor has customers in the academic, corporate, enterprise, and public sector. Contractor helps organizations around the world achieve their business and technology goals through the delivery of integrated solutions, services and IT equipment; and WHEREAS, pursuant to Section 2-318 (3) of the City's Purchasing Code allows for purchases and acquisitions under contracts of the federal government, the State of Florida or its political subdivisions and also municipal co-operative purchasing organizations and programs. The City Manager has determined that the prices of the original contract are competitive and reasonable; and Resolution No. 23-076 WHEREAS, SHI's quote is based on the Sourcewell Cooperative Program, which is a purchasing cooperative created by the Minnesota legislature which serves as the basis for piggybacking contracts for hundreds of agencies across the nation; and WHEREAS, the City Commission finds that it is in the best interest of the City to piggyback the Sourcewell contract #081419-SHI with SHI International Corp., in order to benefit from already negotiated rates and enter into an agreement with Contractor for various hardware and software products and equipment, in an amount not to Six Hundred Ninety Thousand Dollars ($690,000.00). NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA: Section 1. Adoption of Representations. The above recitals are true and correct and are incorporated into this Resolution by reference. Section 2. Authorization. The City Commission hereby authorizes the Interim City Manager to piggyback the Sourcewell contract #081419-SHI with SHI International Corp, to purchase various hardware and software products and equipment, in an amount not to exceed Six Hundred Ninety Thousand Dollars ($690,000.00). Section 3. Scrivener's Errors. Sections of this Resolution may be renumbered or re - lettered and corrections of typographical errors, which do not affect the intent of this Resolution may be authorized by the Interim City Manager, following review by the City Attorney, without need of public hearing, by filing a corrected copy of same with the City Clerk. Section 4. Effective Date. This Resolution shall take effect upon the adoption and is subject to the approval of the Governor or Governor's Designee. PASSED and ADOPTED this 24th day of May, 2023. aylor Jr., Mayor 2 Resolution No. 23-076 ATTEST: a Flores, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Burnadette Norris -Weeks, P.A. City Attorney Moved by: Commissioner Bass Seconded by: Commissioner Williams VOTE: 5-0 Commissioner Bass YES Commissioner Kelley YES Commissioner Williams YES Vice Mayor Ervin YES Mayor Taylor YES 3 5111/23, 12:36 PM Legal Authority 5, Compliance for Cooperative Purchasing I Sourcewell Sourcewell .r IN THIS SECTION Legal Authority Legal Authority Legal Statutes Eligible Agencies Sourcewell is a local government unit, public corporation and public agency under the taws of the state of Minnesota. Sourcewell was created by state law as a service cooperative to provide programs and services to education and government. Sourcewell was established with the statutory purpose to assist public agencies in meeting specific needs which are more efficiently delivered cooperatively than by an entity individually. As a service cooperative, Sourcewell is a local government unit, public corporation and public agency pursuant to the Minnesota Constitution and enabling law Minn. Stat. § 123A.21. All Sourcewell employees are government employees. Sourcewell is governed by an eight -member board made up of local elected officials including county commissioners, city council members, mayors, and school board members. Sourcewell is authorized to establish competitively awarded cooperative purchasing contracts on behalf of itself and its participating agencies. Sourcewell follows the competitive contracting law process to solicit, evaluate, and award cooperative purchasing contracts for goods and services. Sourcewell https://www.sourcewell-mn.gov/compliance-legalti:—:text=Sourcewall is a local governmenl.of the state of Minnesota. 114 5/11123, 12:36 PM Legal Authority & Compliance for Cooperative Purchasing I Sourcewell cooperative purchasing contracts are made available through the joint exercise of powers law Minn. Stat. § 471.59 to participating agencies. Sourcewell clients are able to utilize cooperative purchasing contracts through similar joint powers, intergovernmental cooperation, or cooperative purchasing laws in their respective jurisdiction. Participating agencies include all eligible government, education, and nonprofit agencies nationwide and in Canada. Additional Resources: Sourcewell Cooperative Purchasing Program Organizational Bylaws Sourcewell Procurement Policy Legal Statutes Select a state to view additional information on regulation of cooperative purchasing in your area. Canadian Compliance View Statute by State Select State No results. Eligible Agencies Participation in Sourcewell is available at no -cost, no obligation, and no liability to public agencies, school districts, state colleges and universities, and local governments. Tribal governments, nonprofit organizations, and other similar entities may also participate. Participating agencies realize timely access to competitively awarded nationally leveraged cooperative purchasing contracts through Joint Powers Agreements. Register as a Participating; Agency httpsJ/www.souroewell-mn.gov/compliance-legal#::text=sourcewell is a local government.of the state of Minnesota, 214 1 Mkrosnn AM -11094 0355 G3 GCC 5a0 Per U ser 2 Mkrosee 12N-00001 O355 G5GCC Sub P er User 3 Mermen NYSS00001 Teams AC wbh dB OM USIC AGCC Sub AMd on a Motown 9E6140270 Wln Server Standard Coro Alm SA2L .'•UsymbaQNama -' _., ,1>OmR,nlP,,-t.- ,COY.rw Swig .,,: . Cow ,la{�p E1sf ._Ouan01Y--"-YotifPYlu • :•- Open Markel Open Maned M ar -013024 -Fob3 82025 170 5251.E 536202.80 EAS 56150902. Renewal . Se e payment sch edule below Opon Merkel Open Mahal Mar-01.2024Feb.28.2025 10 5415.83 5415!30 EM 50850902 -Renew al • Sea p.Ylner0 schedule b elow Open Mach! 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Budgetary Only Tot al 032138 .00 t9 Microsoft Enterprise Update Statement Enterprise Agreement Number 01E73902 Enrollment Number 58850902 Company Name City of Opa Locka Volume Licensing In accordance with the terms of entity's Enterprise Agreement and Enrollment, a true -up order must be submitted for each Enrollment's anniversary (including at Enrollment expiration and prior to any renewal) to account for License quantity increases for: a. Qualified Desktops/Devices or Qualified Users b. Online Services (where permitted) c. Previously ordered Additional Products d. Products included in the Server and Cloud Enrollment or Enrollment for Core Infrastructure e. Products included in the Enrollment for Application Platform. Products selected with the three year true -up option must place the true -up order only upon enrollment expiration and prior to renewal. If entity has ordered any additional quantities since its last Enrollment anniversary, this annual true -up order is still required. Entity must submit an Enterprise Update Statement for each anniversary when there has been no increase in required License quantities as described above. El In checking this box, entity confirms that under the above referenced Enrollment, there has been no increase in the number of required Licenses not already ordered in a prior placed True Up Orders. Entity understands that it is the responsibility of the entity to ensure that all licenses installed are used according to the Enterprise Agreement and Enrollment referenced above. Select applicable year for this Update statement: 3 Customer/Government Partner (as applicable) Name of Entity* City of Opa Locka Signature Printed Name Printed Title* Signature Date* * indicates required fields EAUniversalUpdateStatement(WW)(ENG)(JuI2015) Page 1 of 1 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-SH I Sourcewell Solicitation Number: RFP#081419 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples„ MN 56479 (Sourcewell) and SHI International Corp., 290 Davidson Ave., Somerset, NJ 08873 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires October 30, 2023, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. "Equipment" and "Products" shall mean the third party software, computer peripherals, computer hardware, and associated IT services resold by Vendor and provided by third parties. "Services" shall mean all professional services provided by Vendor under a Scope of Work. "Scope of Work" or "SOW" shall mean a document mutually agreed upon between the Vendor and the Member that references these terms and conditions and describes the Services 1 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-SHI to be provided the associated schedule and price and any special conditions applicable to that SOW. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold. C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances. Vendor warrants that the Services are free from material defects for ninety (90) days commencing with final acceptance of the Services unless otherwise specified in a SOW (the "Warranty Period"). Member agrees to look solely to the manufacturer to reach a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is provided to Vendor from the manufacturer of the Product will be passed on to the Member. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND/OR ANY ORDER ISSUED, HEREUNDER VENDOR 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 WARRANTY PROVIDED BY A MANUFACTURER. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase. When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services, and includes all costs to the Member's requested delivery location. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily 2 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-SHI apparent at the time of delivery, Vendor may permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members, in accordance with Vendor's Return Policy at www.shi.com/returnpolicy. Members reserve the right to inspect the Equipment and Products within 3 business days after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition subject to Vendor's Return Policy. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member subject to Vendor's Return Policy. B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax -exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line -item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number • Clearly specify the requested change • Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The 3 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-SHI new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees may be required to perform work at government - owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws. 6. MEMBER ORDERING AND PURCHASE ORDERS A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member. B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry -specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and 4 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-SHI conditions must never be less favorable to the Member than what is contained in Vendor's Proposal. C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order. D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e -commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT 5 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-S H I A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Member Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date. 6 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-S H I 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, master - servant, principal -agent, or any other relationship. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any third party claims or causes of action, including attorneys' fees, arising out of the Vendor's negligence, willful misconduct, or violation of law, in the course of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by Vendor under this Contract. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-SHI NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT TORT OR OTHER THEORY WILL EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY SOURCEWELL TO VENDOR UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. 12. AUDITS Sourcewell reserves the right to review the financial books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract upon thirty (30) days' advance notice to Vendor. Audits may not take place more than once during a twelve (12) month period. This clause extends to Members as it relates to business conducted by that Member under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INTELLECTUAL PROPERTY As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Services by Sourcewell or its Members performed by Vendor in violation of applicable patent or copyright laws. 15. PUBLICITY, MARKETING, AND ENDORSEMENT A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. 8 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-6107-4821-BB68-037BDD3C3793 081419-S H I C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW, JURISDICTION, AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, Sourcewell may terminate this Contract as stated herein. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default: 9 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-S H I 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. If the default remains after the opportunity for cure, the non -defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers' Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products -completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products -Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non -owned automobiles 10 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-SHI in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer). Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000 — annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non -renewal, or reduction of coverage without thirty (30) days' prior written notice to the Vendor. 11 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-SHI Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self -insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). F. SELF -INSURED RETENTIONS. Any self -insured retention in excess of $10,000 is subject to Sourcewell's approval. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Services are sold. B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during 12 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-5H1 this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON -UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Member accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to 13 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 081419-SHI the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis -Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must 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. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of "funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor 14 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-S H I certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI -LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have 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. Vendors must 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 non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this 15 Rev. 4/2019 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 081419-SHI Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination. Sourcewell SHI International Corp. e —DocuSigned by: By' AAtol S ase ' � Jeremy Schwartz Title: Director of Operations & Procurement CPO Date: 11/11/2019 1 11:33 AM CST Approved: DoccuSigned by: rr Wr illy By. ''7E42B8 F817A64CC... Chad Coauette Title: Executive Director/CEO Date: 11/11/2019 1 11:12 AM CST Rev. 4/2019 p DocuSigned by: By: tS{tln a (.44J..l& "-2A3B 1 E59606C459... Aimee Ballenger Title: Public Program Manager Date: 11/12/2019 1 8:35 AM CST 16 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 RFP#081419 - Technology Catalog Solutions Vendor Details Company Name: SHI International 290 Davidson Ave. Address: Somerset, NJ 08873 Contact: Aimee Ballenger Email: aimee_ballenger@shi.com Phone: 678-708-3906 HST#: 22-3009648 Submission Details Created On: Thursday June 27, 2019 20:01:55 Submitted On: Tuesday August 13, 2019 20:57:55 Submitted By: Aimee Ballenger Email: aimee_ballenger@shi.com Transaction #: de73d79e-ac55-45de-8aa6-01abc94b3ead Submitter's IP Address: 161.69.112.12 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Specifications Proposer Identity & Authorized Representatives Line Item Question Response* 1 Proposer Legal Name (and applicable d/b/a, if any): SHI International Corp. 2 Proposer Address: 290 Davidson Ave , Somerset, New Jersey 08873 3 Proposer website address: https://www.shi.com/ 4 Proposer's Authorized Representative (name, title, address, email address & phone) (The representative must have authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer): Aimee Ballenger Public Program Manager aimee_ballenger@shi.com 678-708-3906 5 Proposer's primary contact for this proposal (name, title, address, email address & phone): Aimee Ballenger Public Program Manager aimee_ballenger@shi.com 678-708-3906 6 Proposers other contacts for this proposal, if any (name, title, address, email address & phone): Meghan Flisakowski Public Sector Program Manager Meghan_flisakowski@shi.com 512-317-0799 Company Information and Financial Strength Line Item 7 Question Provide a brief history of your company, including your company's core values, business philosophy, and industry longevity related to the requested equipment, products or services. Response* This past July, SHI celebrated our 30th Anniversary at our annual Global Sales Conference. The theme of that conference was Purpose and Passion, a theme that speaks to both our business philosophy and our core values. We define success not only quantitatively but also by the quality of our relationships. While we are proud to have topped $10 billion in revenue in 2018, largely because of our financially strong and stable business model, we also recognize that our Purpose and our Passion have cultivated our longevity within the industry; that our growing success stems directly from our purpose: to deliver exceptional value and experience as we help customers select, deploy, and manage their technology. And that our passion, which remains focused on forging and nurturing relationships with our customers and with our colleagues and partners, will sustain us for another 30 years as an industry leader. Since 1989, SHI has persistently maintained our small -company feel by retaining our leadership personnel (many of whom have been with the company since its inception) and by empowering our 4,000+ employees to collaborate with customers to resolve IT problems and ' needs directly, shoulder to shoulder. With the largest field sales organization of any technology reseller, our visibility across all Public Sector verticals (K12, Higher Ed, State and Local Government, Federal, and Healthcare initiatives), boasts 175 field AEs, working and living in the territories they support, and 170 telesales specialists, who cater to the needs of small and medium public entities and who dedicate their energy every day to customer success. As the largest privately -owned, M/WBE organization in the country, we are proud of our spirit of community and partnership and in our ability to facilitate IT solutions, services, and hardware and software products for our national and global clients. Loyalty, trustworthiness, and reliability are paramount qualities of SHI, and we offer those qualities, in tandem with our Purpose and Passion, to Sourcewell with an eagerness to help your Members work more efficiently and effectively. We are committed to providing Sourcewell members the most advantageous pricing models and the most exceptional values; we recognize that our role as a Sourcewell affiliate is to support your Members, providing expert best practices to keep their IT resources safe, secure, and operational, 24 hours a day, 365 days a year. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 8 Provide a detailed description of the products and services that you are offering in your proposal. We offer our complete catalogue of products and services to Sourcewell members. Providing a vendor -neutral approach to help customers find the right technology that meets every specific requirement of their IT environment, one of our greatest strengths is our ability to provide tremendous depth and breadth in choosing the ideal software, hardware, Cloud, and other products and services for each individual Sourcewell member. In fact, SHI's current catalogue includes tens of thousands of hardware, software, and other product partners. Generally, SHI is able to sell between 75%-100% of our partners' product lines, and we offer a wide range of services delivered directly by our intemal teams, by the manufacturer directly, or by subcontracting to a third -party, vetted partner. In addition, SHI provides Sourcewell members with full IT solutions, from commodity software and hardware to complete, end -to -end datacenter solutions. We specialize in IT solutions that fit precisely with our customers' needs and wants, and Sourcewell's members will benefit from our experience and breadth of knowledge to help design, implement, and optimize their IT ecosystem. It's worth noting that, over the past decade, IT has changed dramatically. Although there is still a definite need for commodity products, attention has shifted more and more to building comprehensive solutions that will solve customers' needs. In response to this shift, and working from our customer -centered foundation, SHI developed our Enterprise Solutions Group to include solution -based support, This team is comprised of over 150 people who hold 3000+ certifications for various products and solutions. Their goal is to address Sourcewell Members' needs, help them acquire the right technology, and facilitate adoption of that technology into their own unique environment. Our Enterprise Solutions Group, like all of SHI, is vendor -neutral and uses its range of experience to help tailor conversations that are optimal for each Sourcewell member. We engage customers during the strategy and solution design of a project and assist with activities like deliberate planning, assessments, white boarding, proof of concepts, and obtaining demo units. Our purpose is to provide the best overall value to each Sourcewell member, and we understand that this goal is achieved through a combination of world -class support, aggressive pricing, and extensive product and service offerings. Our objectives align with Sourcewell's mission to help govemment, education, and nonprofits work more efficiently, and we accomplish this by remaining laser -focused on customer satisfaction: every SHI employee understands that we are here because of our customers and will remain here only as long as we continue to provide extraordinary products, services, and customer satisfaction. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 9 What are your company's expectations in the event of an award? SHI is genuinely excited about the opportunity to collaborate with Sourcewell and its members) We expect a phenomenally successful partnership, beginning with our immediate expectations in the event of an award, which include 1. To support and advocate our Sourcewell partnership. Each team member from every Public Sector vertical will support our partnership with Sourcewell and will advocate for the contract with passion and vigor. Given our position in the Public Sector market, the size of our sales force, and our experience with implementing and growing similar contracts, we are confident that we can extend Sourcewell's reach not only in terms of revenue achieved, but also in terms of the number of distinct members who use this contract. 2. To develop marketing materials and campaigns that articulate the value of the Sourcewell-SHI partnership. As an example, we will employ our Business Development Team, dedicated to the Public Sector Business Unit at SHI, to call all prospective customers and detail our partnership promptly upon award. 3. To train our entire Public Sector sales and sales -support staff about Sourcewell and its members. This training will include contract terms and methodology, pricing parameters, and the value that Sourcewell provides to its Members. 4. To connect immediately with current Sourcewell Members, introduce SHI, and listen to Members' needs. Our introduction will ensure that each Member's dedicated Account Team is familiar with and accessible to them, in addition to educating Members on the value we provide. We will work with each Member to understand their business preferences (specific information on a quote, reporting requirements, invoicing/billing requirements, and the like). And we will offer webinars on various topics including: • • • Getting to know SHI; SHI.com (eProcurement intro); SHI's Service Capabilities; Microsoft Volume Licensing. 5. Finally, to create a dedicated Sourcewell online catalogue that displays the contracted pricing and any additional information that Sourcewell deems important. We will work with Sourcewell Members to customize their site, adding reporting and punch -out capabilities specific to that member, when needed. We recognize why cooperative contract usage is on the rise, and we realize the value of having strategic partners in this space. Sourcewell can expect that SHI sets ourselves apart from organizations similar to us in that we will collaborate with only a few select Consortia partners; in fact, we intentionally keep the number of Consortia partners strategically small to provide proactive support to Consortia members, rather than attaining many partnerships and diffusing ourselves reactively. If awarded, we bring to this new contract both a deep desire to partner with Sourcewell and fresh, innovative perspectives for your Members. We expect the transition to a new partnership will be seamless, and we will assist in that transition by supporting Sourcewell members personally, starting with our Senior Director of Public Sector, Denise Verdicchio. Denise is committed to the success of our partnership from day one of an award, and she will dedicate her energy to making our Sourcewell partnership a thriving one. Denise has demonstrated that her leadership and teamwork create success: for example, with our most recent consortia contract award, under her leadership, our Public Sector Team grew the contract to over $100M in the first year. In short, our expectations are bold, and they are also achievable. Our SHI team is flexible and agile, and we are committed to providing Sourcewell's members an extraordinary experience, with a purpose and a passion, that is incomparable. DocuSign Envelope ID; 9572A8C3-61C7-4821-BB68-037BDD3C3793 10 Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. With over 4,200 employees worldwide, SHI is proud to be the largest Woman/Minority owned business in North America. We maintain 35+ offices in North America, EMEA, and Asia in addition to our Integration Center, Solution Lab, and Executive Briefing Center, which are located at our headquarters in New Jersey. In 2018, SHI reached $108 in revenue (one year ahead of our goal) and set the stage for continued exponential growth. The SHI Public Sector unit made up $2.2B of SHI's overall sales last year and was recognized as the #1 business unit for 2018, with an astounding 25% increase over 2017. While this past year was one of the largest growth years, SHI's Public Sector has grown consistently over the last 30 years. In combination with our articulated Purpose and Passion, this growth stems from a laser focus on customer service, dedicated and tenured leadership, world -class Account Executives (who live and work in the communities they serve), and a broad spectrum of customers and partners. In other words, we recognize the vitality of our community, and our financial strength and stability are a direct result of our community approach. Since SHI is a privately -owned company with no bank debt, we are nimble and able to reinvest in our business with integrity and in a way that aligns with Sourcewell's values and its Members' needs. SHI continues to invest in new infrastructure, most recently with a brand- new Integration Center that will open in Q4 2019. We also made significant investments in hiring more resources — the people with whom Sourcewell Members will engage. In 2018, for example, we brought on 150 additional Field Solutions Engineers and Professional Services Executives for a total of 550 customer -facing technical experts who support our Account Executives. Our financial strength and stability is predicated on our staunch affiliations within our communities — our relationships with customers, partners, OEMs, and our own SHI colleagues. We have included our 2 years of audited financials in the upload section for your review and to demonstrate our strength and stability. 11 What is your US market share for the solutions that you are proposing? Overall Market Share based on Fortune 100, 500 & 1000 • 60% of the Fortune 100 use SHI for primary IT Products (Software & Hardware) • 40% of the Fortune 500 use SHI for primary IT Products (Software & Hardware) • 30% of the Fortune 1000 use SHI for primary IT Products (Software & Hardware) SHI Overall Product Mix • 60% is be considered Software, Subscriptions, and Cloud based Sales • 40% is be considered Hardware, Peripherals and Accessories — Including categories of Devices, Servers, Storage, Networking Market Share Indicators for Software SHI is considered the leading Reseller Partner for many of the Top Software Publishers such as Microsoft, Adobe, SymantecNeritas, McAfee (Intel Security), and others. We estimate that 20-25% of revenue with these partners as representative of their Partner Sales. This number does not include Sales that Software Publishers conduct directly with the end -customer. Market Share Indicators for Hardware OEM direct sales to the end -customer typically represents a larger percentage of the business; therefore our overall Market Share will be lower, estimated in the 5-10% range. This number, however, still makes SHI one of the largest Hardware Resellers in North America. 12 What is your Canadian market share, if any? SHI's Canadian Market Share is 5-10%, and we provide more detailed information about our Canadian resources in our response to Question 42. 13 Has your business ever petitioned for bankruptcy protection? If so, explain in detail. In our 30 -year history, SHI has never petitioned for bankruptcy protection. We are a privately held company and currently have no debt. DocuSign Envelope ID: 9572A8C3-6107-4821-BB68-037BDD3C3793 14 15 How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. SHI is best described as an Information Technology Value -Added Reseller, providing a total solution to information technology acquisitions by providing multi -vendor hardware and software along with significant services. As we mention throughout this proposal, one of our greatest strengths is our ability to offer customers tremendous depth and breadth in choosing products (hardware, software, Cloud) in conjunction with a wide range of services — in short, we provide full IT solutions, and our focus aligns with Sourcewell's mission to build valued relationships and to deliver innovative solutions with integrity and respect to Members' needs and wants. We understand that Sourcewell's goal is to identify a trusted procurement partner that can assist in helping you achieve your mission of saving time and money for your Members. Whether working on large campus -wide projects like a one-on-one initiative, a Network Refresh for anytime/anywhere accessibility, Unified Communications, Modernizing Legacy Systems, or providing a customer -first experience with day-to-day IT procurement transactions, SHI has both the resources and the experience to execute seamlessly for your Members and to exceed their expectations. Our approach is centered on extraordinary quality and overall value. We strive to provide the highest level of support and services every day of the year, and we will deliver the most personalized touch to the end -user computing enterprise for all Sourcewell members. We recognize that Sourcewell is looking for their Vendor to provide: • A robust presence that can fully support Members' technology needs, saving them both time and money. • A trusted advisor/consultant who can help Members support the entire lifecycle of an asset and ensure successful implementation at each phase. • A strong relationship with industry partners. • An actionable strategy to educate potential members on the value of Sourcewell in order to gain increased membership. We are well positioned to deliver on these goals because of our exemplary relationships with our sales/service force and with our dealer network. Our experience in supporting contracts of similar size and scope is unparalleled, and we have a proven formula to onboard and optimize contracts. Our Public Sector team is ready to implement this contract for Sourcewell; and we are committed to expanding our team dedicated to Public Sector entities to ensure we meet (and exceed!) all requirements of the contract. With the largest and most highly -certified sales support team in the industry, SHI will act as a loyal consultant to your Members. Working from a customer -centric foundation, we have organized our support teams to include solution -based support, including specific, presales technical expertise around Datacenter, Mobility, Backup/Recovery, DR, Cybersecurity, Virtualization, and more. These teams provide vendor -neutral advisement and use their breadth of experience to help tailor conversations that are optimal for each Member's specific environment. SHI has the experience and vendor partnerships in place to bring phenomenal value to Sourcewell and your members. All of the leading manufacturers have established SHI as an authorized partner, and we can provide LOAs immediately upon request. Furthermore, SHI has a diverse partner ecosystem, supporting over 15,000 unique Publishers and Manufacturers. Sourcewell can feel confident that your Members will benefit from our aggressive pricing and exceptional value. A dedicated approach to the Public Sector business for the last twenty years has helped us to create solutions that are specific to the unique needs of State, Local, and Education customers across North America. SHI will work with each Sourcewell Member collaboratively, with purpose and passion, and with a goal of "continuous improvement." We are fully committed to the long-term success of Sourcewell and your Members, and we appreciate the opportunity to bring IT solutions to your current and future members. Among the thousands of licenses and certifications available within the IT industry, SHI holds a comprehensive number relevant to the business articulated for Sourcewell's RFP: Cloud Services, Microsoft, Intel, Dell, Symantec, McAfee, IBM, HP, Apple, VMware, Red Hat, Tenable, Citrix, AWS — across all platforms and solutions, our teams stay current with all licenses and certifications made available by providers. We have included a total number of certifications from some of our larger partners and have included a sampling of types of certifications in response to question 69 in our response. Acronis — 5 Certifications Adobe — 7 Certifications AGOEA — 1 Certifications AirWatch — 2 Certifications APC - 12 Certifications Apple - 17 Certifications Arbor - 4 Certifications Aruba - 3 Certifications Avaya - 12 Certifications DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Blue Coat Systems - 3 Certifications Bluebeam — 7 Certifications Bomgar — 3 Certifications Business Objects — 11 Certifications CA — 34 Certifications Check Point — 12 Certifications Cisco — 44 Certifications Citrix — 88 Certifications CIW — 1 Certifications Commvault — 67 Certifications Compellent — 5 Certifications CompTIA — 35 Certifications CradlePoint — 2 Certifications DataCore — 1 Certifications Dell — 92 Certifications Dell EMC — 44 Certifications D -Link- 4 Certifications Domino — 1 Certifications EMC — 54 Certifications Emulex — 1 Certifications ESET — 3 Certifications Exin — 2 Certifications F5 — 8 Certifications HDS (Hitachi Data Systems) — 4 Certifications HP — HPE — IBM — IBM hardware — Imation/Nexsan — ISC2 — ITIL — Ixia — Juniper — LanDesk - Lenovo - LogRhythm McAfee - Mellanox - Metastorm - Microsoft - Motorola - MS0616813816 NetApp - NetIQ - Nimble - Novell - Nutanix - Oracle - Other - Polycom - ProCurve - Proofpoint - Pure - Qlogic - Quantum - Quest Software Red Hat - RIM RSA - SANS.ORG - Scale Computing - ScriptLogic - Secure Computing Security Horizon - SimpliVity - Sonicwall - Splunk - Sun Microsystems Symantec - Tegile - Tintri Trend Micro Veeam Vision Solutions VMware Watchguard Websense 201 Certifications 327 Certifications 174 Certifications 11 Certifications 4 Certifications 10 Certifications 5 Certifications 3 Certifications 28 Certifications 10 Certifications 26 Certifications 3 Certifications 92 Certifications 2 Certifications 1 Certification 1090 Certifications 8 Certifications 1 Certification 26 Certifications 6 Certifications 7 Certifications 11 Certifications 7 Certifications 340 Certifications 30 Certifications 14 Certifications 6 Certifications 3 Certifications 5 Certifications 5 Certifications 2 Certifications 1 Certification 18 Certifications 1 Certification 33 Certifications 1 Certification 1 Certification 2 Certifications / McAfee - 2 Certifications 2 Certifications 5 Certifications 2 Certifications 6 Certifications 65 Certifications 142 Certifications 2 Certifications 4 Certifications 5 Certifications 10 Certifications 1 Certification 300 Certifications 1 Certification 18 Certifications DocuSign Envelope ID: 9572A8C3-61 C7-4821-BB68-037BDD3C3793 16 Provide all "Suspension or Disbarment" information that has applied to your organization during the past ten years. SHI has not been suspended or disbarred on any contracts similar to what is being requested by Sourcewell. 17 Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Today, we continue to fine-tune our products and services to meet the needs of our customers and the ever-changing, broad technology landscape. Our catalogue of products continues to grow and change in response to technological demands and customer needs. SHI categorizes the technology landscape and our capabilities into three broad segments: End - User, Datacenter, and Security. Within each of these segments are practices; for instance, the End -User Segment is comprised of Mobility, Desktop, Unified Communications, Devices, Peripherals, and Accessories. At the next level are the Solutions that reside within each practice. For example, within the Mobility practice, Unified Endpoint Management, Enterprise Mobility Management, Mobile App Management, Mobile Device Management, and Enterprise File Sharing exist. Another example includes the Solutions that reside under the Devices, Peripherals, and Accessories practice; these include Operating System, Desktop, Laptop, Tablet, Thin Client, Smart Phone, Video Surveillance, Printing and Imaging, Digital Signage, and Peripherals. The last piece of this conversation centers on Services for each Solution. These Services include Advisory Assessments, Solution Design, Proof of Concept, Implementation, Staff Augmentation, Training, Project Management, and Managed Services. Due to the size of SHI's Solutions Directory, it would be cumbersome to include all of the granular categories here, as our categorization and capabilities are extensive. But Sourcewell can be confident knowing that SHI has the capability to support its Members and to facilitate the right solution for each Member's environment at an extraordinary value. Should Sourcewell wish to discuss our Solutions Directory in greater detail, we will gladly schedule a call to articulate the comprehensive practice and solution areas we provide. Industry Recognition & Marketplace Success Line Item 18 Question Describe any relevant industry awards or recognition that your company has received in the past five years Response* Both clients and vendors have recognized SHI generously over the last five years for our exceptional quality, service, and partnerships. We are truly humbled by these accolades and by the recognition that has resulted from our Purpose and Passion. 2019 Awards • Microsoft US Surface Transformation Reseller of the Year • Microsoft Partner of the Year Award (MSUS Awards): Modern Workplace, Modern Desktop Award • Ranked 10th on CRN's 2019 Solution Provider 500 Dell Technologies Transformational Partner of the Year SOPHOS Cloud Partner of the year Intel Partner of the Year for Vertical Solutions: Client Solution - National Solution Provider • Intel Partner of the Year for Marketing: Training for Results - Sales • CRN's 2019 Managed Service Provider 500 - Elite 150 Category • Forbes Best Employers for Diversity 2019 Adobe Digital Media Worldwide Partner of the Year 2018 Awards • VMware Partner Innovation Award: Transform Networking & Security VMware Partner Innovation Award: Partner of the Year — Americas VMware Partner Innovation Award: VMware Cloud on AWS Solution — Americas Panasas Accelerate Newcomer Partner of the Year 2018 Citrix Networking Partner of the Year CloudHealth North America Partner of the Year Cisco US Commercial POY - South Area • Cisco Capital POY - South Area • Cisco US Commercial POY - West Area • Cisco Advanced Collaboration Partner of the Year • Austin American -Statesman Top Workplaces • RSA North American SecurlD® Suite Partner of the Year • Pure Storage Disruptor of the Year Partner Award • Partner of the Year - Municipal Information Systems Association (MISA) of Ontario • Ranked 8th on CRN's 2018 Solution Provider 500 • MSI Outstanding Channel Partner Award • Intel Partner of the Year PC Client Solution Award 2017 Awards • VMware Americas Marketing Partner of the Year • VMware Global Marketing Partner of the Year Cradlepoint 2017 NSP Growth Partner of the Year DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 • Ribbon Communications North America Partner of the Year Award Fortinet North America Fabric Partner of the Year Award Citrix Sales Acceleration Award • McAfee Partner of the Year Cisco Commercial Partner of the Year 2017 Cisco Commercial Territory Partner of the Year 2017 SHI Achieves AWS Managed Service Partner Status - 2017 Citi Lean Partner Award Microsoft US Public Sector 2017 Partner of The Year HP U.S. Print Hardware National Solution Provider of the Year Forbes America's Best Midsize Employers 2017 Hewlett Packard Enterprise Global Financial Services Partner of the Year 2017 Microsoft Top Partner Windows Commercial Revenue 2017 Nutanix Velocity Partner of the Year Ranked 9th on CRN's 2017 Solution Provider 500 SAP Ariba Supplier of the Year Microsoft's SLG Channel Partner of the Year 2016 Awards • Intalere Supplier Growth Leader - 20 Percent Club • Aflac Partner of the Year Award 2016 - Diversity • Austin American -Statesman Top Workplaces 2016 - SHI International Corp. • Breakaway Partner 2016 - U.S. National Citrix Enterprise Partner of the Year 2016 Cohesity National Partner of the Year 2016 CRN Tech Elite 250 Forbes America's Largest Private Companies 2016 Forbes America's Best Employers 2016 Fortinet North American Enhanced Technology Partner of the Year 2016 Hewlett Packard Enterprise North America Financial Services Partner of the Year 2016 HP Managed Print Services Best in Class Partner Award 2016 Intel Security North America Reseller MVP Intel Security Partner of the Year- United States Meraki Elevate Partner of the Year 2016 - US Central Region MES XCellence 2016- Best Solution Provider Microsoft FY16 Top Windows Client Commercial Revenue Partner Microsoft FY16 US NASPO Top Partner Microsoft Operational Excellence Award Nutanlx Momentum Award Ranked 13th on CRN's 2016 Solution Provider 500 Sophos Top Performer National Americas 2016 Veritas Technologies AMS Partner of the Year 2016 2015 Awards • 2015 Adobe Americas Reseller of the Year 2015 CRN Triple Crown Award Recipient 2015 F5 Growth Partner of the Year 2015 Kaspersky National Partner of the Year Amerinet Diversity Supplier of the Year Austin American -Statesman Top Workplaces 2015 - SHI International Corp. • Autodesk - Partner of the Year 2015 • Autodesk Volume Channel Partner of the Year • Citrix NA Partner of the Year 2015 - Mid -Market • Citrix NA Partner of the Year 2015 - SMB • Dell Healthcare Partner of the Year ESET Most Valuable Partner (MVP) 2015 • Fortinet 2015 United States Enhanced Technology Partner of the Year • NJBIZ's #1 Top Women -Owned Business • Ranked 12th on CRN's 2015 Solution Provider 500 Raytheon-Websense Growth Reseller of the Year (NA) Raytheon-Websense Net New Customer Acquisition Reseller of the Year (NA) Red Hat North American Commercial High Volume Partner of the Year SHI Canada ranks #14 out of Top 100 Solution Providers • Sophos Top Performer North America • Southern California MSDC Supplier of the Year Winners Circle • Southwest Minority Supplier Development Council Class IV Supplier of the Year • US National Commercial Partner of the Year • US South Region Meraki Partner of the Year • Veeam Corporate Reseller of the Year 2015 • VMware Americas Renewals Partner of the Year and vCloud Air Partner of the Year • VMware Mobility Partner of the Year - Global and Regional 2014 Awards • 2014 LAR of the Year, North America • 2014 Microsoft Partner of the Year Award Education • 2014 VMware Solutions Partner of the Year • Americas Region VMware Solution Provider Partner of the Year Award • arcserve LAR of the Year Autodesk Top Volume Channel Partner DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 • Blue Cross Blue Shield of Michigan LifeSecure Diverse Supplier Achievement Award • Cisco Meraki Partner of the Year, Americas • Cisco New Break Away Partner of the Year, Americas • GMIS International Partner Award - Diamond Level • HP PartnerOne Award for Global Reseller of the Year • McAfee Corporate Reseller of the Year 2014, North America • Microsoft Operational Excellence Award - Eleventh consecutive year and thirteenth time overall: 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007, 2006, 2005, 2004, 2000 & 1999 • NJBIZ's #1 Top Minority -Owned Business • NJBIZ's #1 Top Women -Owned Business • NJBIZ's #3 Top Privately Held Company • Ranked 15th on CRN's 2014 Solution Provider 500 • SolarWinds' 2014 Partner of the Year Award • Sophos Top Performing Partner 2014 - Fifth consecutive year • Thai Lee, SHI President and CEO, named to CRN's Women of the Channel Power 50 Solution Providers 19 What percentage of your sales are to the governmental sector in the past three years 2018 — 14% 2017- 13% 2016-15% 20 What percentage of your sales are to the education sector in the past three years 2018 — 6% 2017 — 6% 2016 — 3% 21 List any state or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? SHI has included sales volume for our top 5 contracts over the last 3 years. In addition to the information we've provided here, a full list of our contracts by state can be found at: https://www.shi.com/Contract/PSContract/ContractHome NASPO Software Contract • 2016 — $176 Million • 2017 - $163 Million • 2018 — 302 Million State Microsoft Software Contract • 2016 - $39 Million • 2017 - $188 Million • 2018 - $104 Million State Microsoft Software Contract • 2016 - $133 Million • 2017 - $149 Million • 2018 - $40 Million State Software Contract • 2016 - $95 Million • 2017 - $108 Million • 2018 - $117 Million GSA • 2016 - $64 Million • 2017 - $85 Million • 2018 - $84 Million 22 List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? GSA Contract number GS -35F -0111K 2018 - $82M 2017 - $85M 2016 - $64M References/Testimonials Line Item 23. Entity Name * Contact Name' Phone Number * " Houston ISD Chris Stroupe — Sr. Platform Admin. 713-556-5131 WA State Dept of Enterprise Elena McGrew — Enterprise Contract 360-407-3957 City of New York John Gioia — Chief Contracting Officer 718-403-8503 VA -INFORMATION TECHNOLOGIES AG Greg Scearce - Strategic Sourcing Specialist 804- 416-6166 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Top Five Government or Education Customers Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type, the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type * State / * Province Scope of Work * Size of Transactions * Dollar Volume Past Three Years* Not Required Government Kentucky - KY All IT products and services $16-$1.7M $59,310,742 * Not Required Government New York - NY All IT products and services $10-$4M $40,512,256 * Not Required Government Louisiana - LA All IT products and services $33-$1.1M $40,338,113 Not Required Government New York - NY All IT products and services $11-$1M $30,228,675 * Not Required Education Texas - TX All IT products and services $10-$1.6M $29,986,441 * Ability to Sell and Deliver Service Nationwide Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 25 Sales force. SHI is capable and eager to meet the needs of Sourcewell Members across the U.S. and Canada! Our ethos at SHI grows from our team members, and those team members remain our greatest asset. Each individual on our Sales Force Is dedicated to providing exceptional customer service and support to Sourcewell Members. Building on Purpose and Passion, SHI continues to develop improved procurement and Internet solutions, strong partnerships with top manufacturers, and a company -wide determination to be the best for our customers. We do not rest on our laurels! In order to remain successful for Sourcewell Members, we will remain flexible in our approach and will engage with each Member on an individual basis; we understand that one size does not fit all and that philosophy is apparent in our service structure. In terms of organization, we have retained a small business feel in order to remain agile for our customers. We operate successfully with minimal layers of management, and we empower our sales teams to make decisions that are in the best interest of their customers. U.S. Public Sector Sales — The Public Sector Field division supports State Government, Local Govemment, K-12, Higher Ed, Public Healthcare, and Federal entities across the country. Customers in the Public Sector Field are supported by both an Account Executive and a dedicated Inside Sales Team. Account Executives — Led by Denise Verdicchio, this team consists of 175 Account Executives who live and work in their territories throughout the United States. We have the largest field - based sales force in the Industry and believe one of the keys to a customer -centric model is nurturing a strong fidelity with our customers. Account Executives spend time at their customers' locations, listening to their customers' needs, and developing a thorough understanding of what is important to that customer with purpose and with passion. Inside Account Managers — This team of 130 Inside Account Managers (IAMs) helps support Members' day -to day -needs. IAMs work in tandem with up to three AEs, and in this way, our customer support stays consistent and personal. SM SLED —Our Small/Medium SLED division is focused on supporting the needs of the smaller K-12, local government, and higher education institutions across the country to ensure personalized attention regardless of their size. In this case, we have defined small as a K-12 district with 7500 students or less, a higher education institution with 1500 students or less, or a city/town with a population of 50,000 or less. These customers often are overlooked by large resellers, yet they have the same needs as their larger counterparts to stay current with technology. Our SM SLED division is based out of our global headquarters in Somerset, NJ, and the team consists of 170 Inside Account Executives (IAEs) who support Members' needs from start to finish. Canadian Public Sector Sales — SHI provides a comprehensive customer support plan to ensure we are meeting each Members' needs as part of our presence in Canada. Currently, our 12 field AEs (8 covering Ontario, 1 Vancouver, 1 Calgary, 1 Montreal) are supported by six IAMs in Austin, Texas. We also have four IAEs who are phone -based administrators covering Canada to augment the AEs. From a support perspective, we have two in -country field solution engineers — one focuses on UCC and the other on DataCenter. SHI currently employs two Microsoft Licensing Executives and one Cisco business development representative dedicated specifically to Canada. And our Canada presence is growing! As of January, 2020, we will employ approximately 30 AEs, with 20 representing Ontario and an additional 10 spread primarily between Calgary and Vancouver. We will make similar investments in inside sales — both the IAEs and IAMs to support the added headcount in the field. We also plan to simultaneously double our Canadian technical resources. All of SHI's Account Executives are empowered to make decisions around the support of their customers, and they have the capacity and autonomy to resolve issues as they arise. Because our Account Executives are responsible for ensuring extraordinary customer satisfaction, SHI is able to provide high -quality customer service and ensure efficient and effective responses to questions and issues. In addition, the SHI Regional Directors are directly engaged with their account teams to provide executive -level support and to meet with customers as needed. In addition, SHI believes in regular and transparent communication with our customers. Our Account Executives will meet with the participating entities and individual Sourcewell members to review their business with SHI. During these review meetings, we discuss purchase history and the Member's future plans. Through devout listening and with open discussions, SHI can provide tremendous value in supporting future initiatives and will engage support teams as needed to meet Member's goals and objectives. If awarded, SHI will provide this level of service for all Members who use the Sourcewell contract to procure IT products and services. We are confident that our capabilities and our commitment to meeting our customers' needs is demonstrated in our level of success under our public sector contracts nationwide. For instance, SHI holds the most Participating Addenda and has achieved the most volume under the NASPO SVAR contract. We have met and exceeded service levels for NASPO ValuePoint and for each State during the contract term, and we have been an active participant in helping NASPO ValuePoint and the States to explore new avenues to achieve additional benefits under the contract. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 26 Dealer network or other distribution methods. SHI is proud of our abundant and broad community of distributors and partners, and we work loyally to maintain relationships with both our large IT Distributors (Ingram Micro, Tech Data, and Synnex) as well as smaller, local distributors and manufacturers directly. For every customer transaction, we source from the supplier with inventory in the closest proximity and drop ship directly to our customers' door. Most products are, therefore, delivered within 3-5 business days of order. In order to ensure reduced time to market, we also resource from our own Customer Integration Center, located in Somerset, New Jersey, that provides warehousing and complete configuration capabilities. Regardless of where we resource products, we always find opportunity to save our customers money. In addition to leveraging our partner relationships for savings at the vision and design phases, our sales teams also request information from all of our distributors' stock to obtain the best price for our customers when quoting and sourcing product. In addition, we have sourcing specialists on our procurement team who monitor purchase orders with the partner and distributor community to safeguard that no savings have been missed. In many instances, our sourcing specialists have the ability to aggregate purchases for a specific partner or product across multiple transactions or even across multiple customers to realize a lower overall cost. While SHI does maintain a warehouse/integration center in Somerset, New Jersey, it is our relationships with our major distributors that allow us to provide for efficient product delivery across North America. This model reduces the overhead costs of maintaining additional warehouses, and our distribution model is also important to SHI's own internal cost structure and subsequently allows us to offer our customers a very aggressive pricing model. Our major distribution centers are located strategically in: Atlanta, GA Chicago, IL Dallas, TX Fontana, CA • Fort Worth, TX Jonestown, PA Swedesboro, NJ Los Angeles, CA Memphis, TN Miami, FL Ontario, CA South Bend, IN Suwanee, GA SHI receives electronic feeds from these major distributors as well as the top publishers/OEMs in the industry. We include advertised list price in our catalog and have based our discounts off of this pricing. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 27 28 Service force. Describe in detail the process and procedure of your customer service program, if applicable. Include your response -time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. Ne realize that IT changes constantly and exponentially. As we mentioned elsewhere, although there remains a need for basic IT commodities, the urgency to build solutions that will solve customers' technology and data challenges is more acute than ever. In response to this urgency, we restructured our Service Force to include solution -based support. In fact, we now have specific, technical expertise around our entire portfolio of services and products, ensuring we are able to meet all of Sourcewell Members' IT needs. A sampling of our Service Force for the U.S. and Canada includes these areas: Field Solutions Engineers - In order to provide more technical expertise, SHI currently employs a team of 32 Field Solution Engineers in the US and 2 FSEs serving Canada, and those numbers are increasing in the near future. Our FSEs collaborate directly with Account Executives and are the first point of contact for more in-depth technical discussions. Enterprise Solutions Group - In synchrony with other support teams, SHI's Enterprise Solutions Group (ESG) has the agility and expertise to help design, build, test, and deploy hardware and software solutions. ESG's goal is to help customers execute their mission and educate end - users by getting the right technology to the right people at the right time. Today there are over 250 people dedicated to this division of SHI. Cloud and Innovative Solutions — Tapping into the potential of the Cloud is essential to help Public Sector agencies meet their missions and to facilitate the needs of their citizens as well. In addition to our Enterprise Solutions Group, SHI's Cloud and Innovative Solutions Group (CIS) provides insight into Sourcewell Members' cloud environments, making assessments, evaluations, and recommendations that benefit your specific organization. CIS helps identify over -provisioned or dormant resources, analyze historical usage to determine more favorable pricing models, and provide ongoing monitoring to ensure you're staying on track with a secure, cost-efficient, and optimized cloud environment. SHI delivers industry best practices and custom offerings through our Assess, Design, Build, and Manage methodology in order to integrate leading cloud technologies to Members' environment. Our CIS practice is staffed with approximately 50 senior -level consultants focused on supporting and engaging customers across the continuum of cloud computing. Corporate Training Group by SHI — Providing on -site, online, or on -demand Technical, End - User, and Professional Development Training, our newly acquired Corporate Training Group complements our other services flawlessly. We recognized the need to equip our customers with the skills and knowledge to increase their adoption and consumption of technology, and our CTG team offers full -service training to meet those growing demands — from IT professionals to end -users — we provide training that enables customers to increase their return on investment in technology. With approximately 20 training experts dedicated to our CTG team, we are always ready to provide invaluable, personalized training for Sourcewell Members! Software and Hardware Partner Support Organizations - SHI has the largest team of Software and Licensing Specialists in the industry. These teams are in place to support our customers and sales teams with the expertise to manage the varied features of the Publisher Licensing Programs. Our award winning team of Software and Licensing Specialists is available to assist Sourcewell Members with selecting their licensing programs, executing agreements, and supporting the agreement lifecycle. Today SHI has dedicated teams that support 38 Strategic Software Partners and over 70 Emerging Technology Partners. Service Providers — SHI provides services in one of three ways: (1) SHI-Delivered Services — our internal delivery resources are based both in NJ and across the country. Today we have approximately 270 SHI Employees who deliver various IT Services to our customers. (2) Partner Delivered Services — SHI has the ability to resell partner services. In this case, we rely on either employees of that partner or contractors of that partner. Although it is difficult to clearly quantify the number of resources in this category, as the number of partners that we support in this manner is large, we are happy to provide more detailed information if needed. (3) Service Partner Network — SHI maintains an Elite Partner network of service providers across the U.S. and Canada. These partners are vetted and managed carefully by SHI to ensure customer satisfaction and success. Currently, our Elite Network is comprised of 50 partners; in addition to that network, we also collaborate with external Service Partners at a customer's request. Often, our customers have established relationships with local partners, and in these cases, SHI will eagerly join with that partner in order to provide services on contract. Our capability for services is extensive, and with resources across the country and Canada, SHI facilitates services in almost every IT Solution area. We begin every day reminding ourselves of one of our principal purposes — to focus on empowering the people who use technology and to maintain integrity in our relationships with our customers. With this purpose, we clearly recognize the need for exceptional Relationship Management (which might include resolving technical issues and responding to product delivery, billing, and requests regarding Statements of Work). We also understand the need for efficient and transparent communication in order to keep Sourcewell Members' projects moving forward smoothly and successfully. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 The first step to ensure success in these areas is to define collaborative and clear SLAs that meet Members' needs. It is standard practice for us to respond to email and phone requests within two to four hours. We process orders within 24 hours of receipt (unless additional information is required), and we provide daily updates on any pending requests. We are confident that our Account Team will fully support both daily needs and provide accessible, courteous, responsive, and seamless customer service. If Members ever require a higher level of support, we encourage them to escalate their request. The following articulates our standard procedure with response times: 1. Call answered timely: Ninety percent (90%) of calls answered within sixty (60) seconds a. SHI has Team Phone Lines where all members of the support team are logged in, and calls are answered in a round-robin method, by members who are not on a call. In the instance all members are helping other customers, calls will be directed to voicemail. Customers can leave a voice message, which will be returned within 2-4 business hours b. If the customer has an urgent request, they can escalate their request to the Inside Sales Team Manager or Account Executive for immediate assistance. 2. Voicemail response: Four (4) business hours from time customer has recorded message: All voicemails are answered or returned within 2-4 business hours 3. Quotes: Respond and/or resolve to ninety percent (90%) within eight (8) business hours from vendor's receipt of customer's request • If quotes are out of a standard catalogue for the customer, they will be fulfilled within 8 business hours. If quotes are requested for items which are third party source/weird ware items, IAMB will take the following action: 1. Reply to customer request within 2-4 hours, confirming receipt of request 2. Relay to the customer they are working on their request and send notification of additional time the request may take due to external factors — such has awaiting vendor response/additional specs are required from the customer. 4. New location set up: One to three (1-3) business days from vendor's receipt of customer's request • If the shipping address is being adjusted after an order has been placed, it needs to be completed ASAP, and before it ships from SHI or distributor warehouse, to make adjustments. • If the item has already shipped and the customer needs to adjust shipment location, the IAMB will set up returns and make arrangements to resubmit to updated location, which should not take longer than 1-3 business days 5. Order entry accuracy: Ninety eight percent (98%) of total monthly volume 6. Orders entered timely (include order confirmation): SHI's standard SLA for order entry is within 24 business hours. 7. Time from in stock product shipment to delivery: within five (5) days ninety percent (90%) of the time • Any possible delays based on total quantity ordered or restrictions from the OEM will be communicated with the customer at the time of quote or order placement and SHI will keep the customers informed of estimated delivery. 8. Time from product delivery to installation: This will vary based on product and installation requirements. SHI will work with the customer to develop a timeline/SOW for each installation and ensure that the timeline established is met. 9. Percentage of devices DOA: <1% per quarter: As SHI is not the OEM of the products being requested, this is not in SHI's control. If an item is DOA, SHI will work with OEM to provide a working product ASAP 10. Contact installation location to inform product on the way and to schedule installation date: This will be clearly defined in the SOW and managed by the Account team and/or the PM assigned to the project. 11. Final installation of product: This timeline will be established as part of the SOW and will be closely managed by the PM assigned to the project. SHI will keep the customer informed should any changes to timeline occur. 12. Order received to product shipment: within fifteen (15) days ninety percent (90%) of the time • Should we expect a delay due to large quantity, complexity, product constraint, or similar, SHI will communicate the expected timeline with the customer and follow up consistently until the product is delivered. 13. Product shipment to installation complete: This requirement and timeline will be clearly defined in the SOW established between the customer and SHI and managed by the PM assigned to the project. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 It is important to note that SHI is built on a foundation of World Class Support. Adopting the process around this support is the first training all new employees receive when they start their career at SHI. Our Purpose is to deliver exceptional value and experience with passion as we help customers select, deploy, and manage technology; and our World Class Support is based on 4 tenets: 1) Acknowledge with a purpose; 2) Anticipate Needs and Issues; 3) Update Proactively; 4) Confirm Completion. We believe consistent, honest, and proactive communication will lead to extraordinary customer satisfaction. 29 Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. SHI will fully serve and actively promote an awarded contract to all Sourcewell Members. With 175 Account Executives who live across the US, including Hawaii and Alaska, SHI is positioned to serve all geographic areas of Sourcewell's proposed contract. SHI's Account Executive(s) will meet with State Agencies, Cities, Counties, and Municipalities to better understand their goals and objectives, and to begin a long-term conversation about purchasing policies; agreements established at the local level; volume licensing management; and key code/order confirmation distribution policies. We will train our AEs in every region to understand the contract, the terms and conditions, and how we can best support Sourcewell Members. In addition, SHI is ready to provide training to educate Sourcewell Members across all geographic areas of a new contract. 30 Identify any Sourcewell Member sectors (i.e., government, education, not -for-profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? SHI recognizes the tremendous value that Sourcewell brings to its Members through this cooperative contract. We are excited to train our Account Executives on this contract and will market and promote it to all Sourcewell members without exclusions, and with a focused Purpose and Passion that is incomparable. ` 31 Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories. SHI does not have any contract restrictions for members in Hawaii, Alaska, or the US Territories. In fact, we have account executives who live in both Alaska and Hawaii and are ready to serve Sourcewell members upon award. Both Carlee Chung — our Public Sector Account Executive in Hawaii and Jim Steele — our Public Sector Account Executive Alaska uphold SHI's purpose with a passion and staunch affiliation. Marketing Plan Line Item 32 Question Describe your marketing strategy for promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. Response` We are excited to promote and market a Sourcewell partnership, and our teams are ready to do so! We know the vital importance of marketing contracts and reaching all eligible Sourcewell Members, and we will apply our tangible, demonstrated experience supporting the unique requirements of procurement organizations to marketing and promoting Sourcewell. Our dedicated Public Sector Programs team will join forces with Denise Verdicchio and the entire Public Sector leadership team, to create and execute our marketing plan. Primary contacts for Sourcewell include Aimee Ballenger Public Sector Program Manager Aimee_ballenger©shi.com and Lauren Baines Public Sector Marketing Specialist Lauren_baines@shi.com We include a sample marketing plan as part of the supplemental attachments at the end of our response, and will remain flexible and open to collaboration post -award. We are highly responsive and will work swiftly to execute the agreed upon Marketing plan. An excerpt of an SHI consortia plan might look like this: First week: • Create a co -branded press release and work quickly to distribute to agreed -upon trade publications; • Post announcement along with contract details and contact information to www.shi.com; • Begin design of co -branded marketing materials including print, electronic, email, and presentations; DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 • Discuss publication and distribution plans, as well as a plan to distribute and follow up on leads; • Create social media strategy; • Design and implement Sourcewell secured website on www.shi.com including Sourcewell logo, copy of original RFP, copy of contract and amendments, summary of products and pricing, marketing materials, a link to National IPA's website, and all relevant contact information. First month: • Complete design of co -branded marketing materials; • Finalize plans to publish and distribute; • Begin distribution to current and prospective Sourcewell members; Implement initial social media strategy. First ninety days: Post announcement as a blog post to our widely read blog.shi.com series; • Complete training and enablement for SHI sales force; • Complete publishing and distribution of initial marketing materials; • Analyze initial activity; • Discuss next ninety day plan for marketing. Ongoing: • Design and publish national and regional advertising in trade publications; • Market and promote the Master Agreement including case studies, presentations, campaigns, and blog posts. SHI participates in hundreds of trade shows, conferences, and meetings across the country. Sourcewell has our commitment to participate at specified shows as well as additional opportunities to broadcast and promote our partnership. Specifically, SHI will attend, exhibit, and participate at the NIGP Annual Forum alongside Sourcewell suppliers. We are happy to assist Sourcewell in promoting and marketing this event and look forward to collaborating on a plan that will drive attendance. We also look forward to the Impact Education Conference and plan to contribute by exhibiting and presenting educational solutions to conference attendees. We also provide seminars and workshops to our public -sector customers across the country and are eager to do so for Sourcewell members! In all cases, we will work with you to determine the right topics, venue, timing, and participants. Some examples of what we provide include Manufacturer Table Show — held annually, SHI will bring in manufacturers that currently do business with Sourcewell as well as emerging partners for a day of education and demonstration. Technology Roundtables — this event brings together Public Sector IT Professionals and leading manufacturers to discuss current and future technology and how it can be used to solve problems or innovate solutions for the future. Webinars — SHI frequently holds webinars for our customers. Topics range from Software Volume licensing (Microsoft EA, VMWare ELA), specific product features, and more broad solution areas. Workshops — typically done in a half day, a workshop is meant to educate customers on all the aspects of a particular solution. One recent example is SHI's Video Surveillance Workshop. We have presented this workshop in 13 cities across the country and have discussed challenges, technology, policy, and future considerations. Summits - SHI holds technology summits at our corporate headquarters in Somerset, NJ. Current summits include mobility and software asset management (held bi-annually). Sourcewell Members are welcome to attend these at no additional charge. Custom Events - SHI will help Sourcewell coordinate any event that they believe will be beneficial to the participating entities. In addition, SHI regularly publishes a widely read blog - http://blog.shi.com/. Recent posts include information on audits, E -Rate, VMWare VSphere Licensing Changes, and Microsoft 0365 Productivity. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 33 34 Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. In your view, what is Sourcewell's role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell- awarded contract into your sales process? Some of the digital marketing -related items that contract customers can expect to receive and access include: SHI Blog — With readership increasing exponentially, SHI's blog showcases short news and informational articles to keep our customers up to date on our services and support as well as on emerging trends in technology. Sourcewell Members can subscribe to our blog online: https://blog.shi.com/ and stay updated on all things IT, browsing categories that include Software, Solutions, Cloud, and Technology News. Social Media — In addition to the SHI Blog, SHI is increasing our use of social media to keep our customers informed, and our visibility will continue to grow. With a dedicated team of social media content experts, Sourcewell Members will get up-to-date information on demand by following SHI on Twitter, Linkedln, Facebook, Instagram, and YouTube. You might, for instance, see some of our newest posts about our partnership with Rutgers University, announcing that the newly -minted SHI Stadium — a 52,454 seat venue — will host its first sporting event on August 30th! Newsletters — SHI creates various informative, monthly newsletters succinctly containing information regarding important contract dates, product releases or changes, Q&A, and upcoming events. Thousands of our customers currently receive these newsletters, which are also available as a subscription to anyone who is interested. Web Seminar Presentations — SHI hosts a series of web seminars covering a variety of topics including new product announcements, changes to licensing programs for major software OEMs, procurement and technology trends, and foundational IT information. Webinar schedules are published quarterly and have a regular public -sector audience, Please check the events page on our web site for the most current schedule. Marketing Documents — SHI creates hundreds of marketing texts for our major manufacturing partners and core services offerings, all of which are made available to customers through in -person meetings, trade shows, email delivery, and mail -outs. Marketing documents will include those that we receive from the manufacturers, those that SHI creates for a general audience, and those that SHI creates specific to Sourcewell Members. SHI is prepared and eager to promote contracts arising out of this RFP, and we perceive Sourcewell's role as quite minimal. We ask that Sourcewell share pertinent SHI material on their website, making our contract information accessible to Members. Beyond that, we take full responsibility to integrate a Sourcewell-awarded contract into our sales process, using our proven formula to onboard and optimize contracts of similar size and scope, and we are committed to promoting this contract broadly and enthusiastically. With our prevalent, respected, and highly -certified sales support team, SHI will swiftly become a trusted advisor to your Members. Relying on our Address, Acquire, Adopt Methodology, we will ensure that we work harmoniously with Sourcewell Members, facilitating each project from inception through successful implementation to completion, and helping to uncover cost savings at all phases of a project lifecycle. As previously mentioned, we will integrate this new contract into our sales process seamlessly, with our AEs meeting early on and consistently thereafter with State Agencies, Cities, Counties, and Municipalities to listen, to better understand their goals and objectives, and to begin a long-term conversation about purchasing policies; agreements established at the local level; volume licensing management; and key code/order confirmation distribution policies. Additionally, we will train our AEs in every region to understand the contract, the terms and conditions, and how we can best support Sourcewell Members. We will engage Sourcewell Members during the strategy and solution design phases of their projects and will assist with strategic planning, assessments, white boarding, proof of concepts, and more. Initiating conversations early in the process will lead to a more optimized project and cost savings. We will also provide extensive product and vendor specific support to ensure successful adoption and follow through during the life of the project. SHI has invested substantially in both Pre- and Post -Sales resources to better serve Sourcewell Members and their long term needs as they Address, Acquire and Adopt their the IT Lifecycle solutions. Armed with the support of all the leading manufacturers, every member of the SHI team is dedicated to helping Sourcewell Members and providing transparent support throughout the entire engagement. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 35 Are your products or services available through an e -procurement ordering process? If so, describe your e - procurement system and how governmental and educational customers have used !t. When it comes to IT, procurement is never one simple step. We recognize the series of activities and procedures necessary to support the selection of IT equipment and services. IT procurement involves both strategic and administrative responsibilities, and SHI can facilitate that entire acquisition process. To help you obtain the right products and the best services, we offer a variety of procurement options and always customize them to fit Member's unique needs. All of our products and services are available to Sourcewell Members through an e -procurement ordering process, and current governmental and educational customers have used our eCommerce system with great success and ease! We will happily provide a "tour" of our online ordering system, or you can visit a sample on our website at https://portal.shi.cam/CustomerServices/SHIMarketing.aspx? ContentlD=91416 SHI stays current with eCommerce technology, and we've made great investments to UX to ensure customers can purchase, compare, get informed, and stay protected — all from the comfort of their office or home -office. With our Catalogue Customization Options; Approval Routing and Workflow; Reporting and Order Status features; and our PRO Renewal Organizer Timeline, Members can be confident knowing that their IT needs can be met efficiently, effectively, and safely through your personalized SHI eCommerce portal. SHI.com, SHI's procurement platform, provides an efficient and intuitive way to access and procure a customized catalogue of products, and its business -to -business functionality includes innovative Custom Catalogue capabilities that provide personalized views of product information, enabling Sourcewell Members to find and compare products, to view key metrics (like frequently viewed products and contract or standard items), and to simplify purchasing. Catalogues can be as broad or as narrow as Members need! With thousands of manufacturers represented, product catalogues are fully customized to reflect contracted pricing available through SHI, as well as special pricing programs for which Members are eligible, such as licensing programs or other volume programs. SHI's open architecture systems allow us to integrate with virtually any eCommerce platform, whether through market leaders or a proprietary solution. The most common applications we support include Ariba, Perfect Commerce, PeopleSoft, SAP and Oracle. In general, SHI supports systems that use cXML (commerce extensible mark-up language), or EDI (electronic data interchange) standards. In addition, we support the following Punch -out types: • Ariba Punch -out • Coupe • ePlus Procure+ Hubwoo • Oracle OAG cXML Punchout Perfect Commerce Roundtrip PeopleSoft Direct Connect SAP OCI Roundtrip • Sciquest • Verian ProcurelT Our Ecommerce Specialists provide training to Sourcewell Members authorized to access their customized site (e.g., sourcewellmember@SHI.COM), and we will schedule trainings based on the customer's level of access to the site, collaborating with individual Members to determine a program and schedule that works best for their purchasing environment. Some of the most remarkable ways in which governmental and educational customers have used — and benefitted from — our eProcurement system is through our software procurement consulting services, our license tracking and reporting capabilities, and our robust Software Asset Management (SAM) tools. Our tracking abilities relieve our customers of the burden of managing their purchases. We understand that without the processes and checks and balances that we have in place, the opportunity for error in tracking license purchases is tremendous. SHI's license tracking system and workflow have been automated to enforce purchasing rules and to minimize errors. Additionally, SHI's systems effectively track Maintenance Expiration Dates so that we can provide prompt, proactive notification to our customers for Maintenance Renewal purposes. SHI supports and can track Maintenance Programs that have co -terminus expiration and are pro -rated or non -co - terminus programs. Maintenance Tracking and Renewal Notification capabilities are available for all programs and Maintenance purchases made through SHI, whether the purchases are made via a Volume License Agreement or another maintenance program. Value -Added Attributes Line Item Question Response* DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 36 Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell Members. Include details, such as whether training is standard or optional, who provides training, and any costs that apply. Training is a vital component to success within any endeavor, and especially with technology products, equipment, maintenance, and operations! Our Corporate Training Group (CTG) is a newly acquired addition to what was already SHI's robust training department. Recognizing that technology adoption is just as essential as procurement, we invested in expanding and formalizing our Training Services for all our customers, including Sourcewell Members. While we believe that educating our customers is a huge part of their success (and ours!) and we generally include foundational -level education as a standard element of Pre- and Post -procurement consulting, our CTG group now provides optional, expert -level training in areas including Technical, End - User, and Microsoft -specific training, in addition to Professional Development and Custom Training programs. A leading provider in custom training solutions and services for over 25 years, Corporate Training Group by SHI provides a comprehensive curriculum of advanced technical training and forward -thinking professional development aimed to empower Sourcewell Members and to increase productivity for all their IT environments. Our CTG team of approximately 20 trainers is led by Rob Eyerkus and Kathy Mathews. The team has been together over 10 years, ensuring loyalty, trust, and quality for all learners. Pricing is determined in collaboration with Sourcewell Members — with consideration given to the technology focus; online versus face-to-face training; and one-on-one versus group training. Please feel free to explore more details and options at https://www.shi.com/CustomerServices/SH I Marketing.aspx?ContentI D=95722 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 37 Describe any technological advances that your proposed products or services offer. When IT is the focus, technological advances are expected, Hardware and software provide obvious technological advances for Sourcewell Members; but SHI offers more than advancement through products alone — in addition to products, our experts who comprise our technological services teams help advance Members' technology in myriad ways) Articulated below are just a few offerings: CLOUD: One tremendously important technological advance we offer, for instance, is facilitating the transformation of Members' Data Centers to support a modern Hybrid Infrastructure, making their journey to successful Cloud technology possible. Our recently -developed Cloud and Innovation Solutions (CIS) group helps identify over -provisioned or dormant resources, analyze historical usage to determine more favorable pricing models, and provide ongoing monitoring to ensure Members stay on track with a secure, cost-efficient, and optimized cloud environment. SHI delivers industry best practices and custom offerings through our Assess, Design, Build, and Manage methodology in order to integrate leading cloud technologies to Members' IT environment. Our certified architects and technical consultants combine their industry expertise to deliver services that advance Members' IT business via public, private, and hybrid cloud technologies. A highlight of our CIS support services includes Cloud Platform(s) Service Onboarding; Reporting & Analytics; Advisory Services; and Volume Licensing Expertise (plus morel). SECURITY: In addition to advancements in Cloud and Innovation, SHI recognizes Security as one of the IT field's biggest issues, and our customers — from K12 to Federal to Local Government — are all concerned with compliance, vulnerability, security resources, and budget. Our Senior Security Architects are authorities in IT Security and understand how to protect information and data against Script Kiddies; Hackers; Hacktivists; Malicious Insiders; and Nation -State threats. Our sales of security products and solutions have nearly tripled over the past 10 years, and at over $667 million, SHI is one of the largest securities solution providers in the world. Our presales and consultant Security Architects have both vendor -specific and vendor -neutral certifications and decades of operational experience, and they use their prowess to help customers remain compliant, safe, operational, and within budget in at least six Security areas: Identity and Access Management; Application Security; Data Centric Security; Data Center and Cloud Security; Threat and Vulnerability Assessment/Management; and Security Program and Operations. Desktop Virtualization Capacity Planning: SHI's Capacity Planning Assessment is a Value -Add service conducted over a 30 Day period to deliver a sample analysis and documented findings of a customer's current desktop environment. This service advances Member's technology by providing them with a more efficient and effective desktop virtualization implementation. We help eliminate guess work and the risk of under-scoping or over-scoping the infrastructure to support the desktop virtualization environment. Envisioning Office 365: Our Envision service consists of a three- to five-day engagement in which we review a Members current Active Directory, review their current Exchange environment, interview key decision makers, and provide them with a high-level strategic plan to migrate or build a hybrid 0365 Strategy. SHI's Envisioning Office 365 is a Value -Add service. Infrastructure and Optimization — VOA & HCA: vSphere Optimization Assessment (VOA), powered by vRealize Operations, provides 360 -degree visibility into capacity, performance, and configuration across multi -cloud environments through predictive analytics and unified single console. This service is ideal for Members looking to manage everything from their infrastructure stack to applications all while saving on their cloud resources. The Hybrid Cloud Assessment (HCA) helps Members understand their existing private cloud costs and conduct public and private cloud cost comparisons to decide which, if any, workloads to move to the public cloud. SHI experts provide an analysis report that shows the expenses of Member's infrastructure in a private cloud environment and that evaluates the cost of running the same infrastructure on other public cloud environments like Amazon Web Services (AWS) and Micros Azure. SHI's VOA and HCA combined assessments are Value -Add Services conducted over a 30 Day period to deliver a complete analysis and documented findings, helping to advance Member's technology. 38 Describe any "green" initiatives that As a reseller and not a manufacturer, SHI naturally has a low impact on the environment. However, we relate to your company or to your are always mindful both our local community and the larger environment and work to reduce any products or services, and include a damaging effects from our organization, while protecting the safety and wellbeing of our staff. list of the certifying agency for each. Our environmental initiatives focus on four areas: Energy use (office and equipment) Business travel Waste management Asset redeployment, recycling, or proper disposal And we exercise due diligence to: Adhere to local and international environmental legislation Increase employee awareness Adopt best practices Monitor usage SHI's goal is to consume less energy and reduce our environmental impact. We take action through: • Monitoring power consumption • Reducing Scope 2 greenhouse gas emissions at 1% reduction per year, since our power consumption goal and Scope 2 greenhouse gas goal are directly linked together • Establishing a goal of 100% for recycling paper, plastics, glass and cardboard • Using advanced energy -saving systems such as automatic lights and energy -saving computer monitors Using materials from renewable resources, non-toxic materials and recyclable items DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 SHI has reduced our travel -related environmental impact by promoting: • Teleconferencing and other collaborative working tools to limit the number of individual business trips • A Work -from -Home policy, whenever possible • Flexible working hours • Use of public transportation SHI encourages individual responsibility and supports recycling initiatives in the following ways: • Monitoring the purchase of cut sheet paper • Striving to reduce paper consumption by 1% per year • Providing recycling facilities for paper, printer toners, etc. • Supporting double -sided printing and photocopying • Using proper disposal or recycling of IT and electronic equipment in accordance with local regulations • Donating IT assets to those who would not otherwise have access SHI is committed to reducing our energy use and to saving Mother Earth through innovative, environmentally -friendly ways. Ranging from rooftop solar panels to zero irrigation landscaping at our Headquarters, our sustainability efforts demonstrate breadth and depth. Below are just some of the ways SHI has devoted efforts to environmentally conscious actions: 500 -kilowatt rooftop solar panel arrays at HQ 327 -kilowatt rooftop solar panel arrays at Varga warehouse Energy efficient lighting that reduces lighting power density by 50% • Naturally lit open offices • Occupancy sensors • Water efficient plumbing fixtures that are anticipated to reduce water usage by 40% • Low VOC (Volatile Organic Compounds) finishes • Zero irrigation landscaping • Carpeting with a high percentage of recycled material • Low -flush water closets We qualified for the Leadership in Energy and Environmental Design (LEED) Commercial Interior Silver certification. This project, along with our building renovation, signifies SHI's tremendous growth and is a physical representation of our dedication to sustainability. Our SHI HQ solar panels, for instance, produce approximately 25% of the electricity for both East and West wings. Please feel free to view our video, which celebrates our green initiatives and shows our solar panels in action, by clicking SHI Green or by visiting https://youtu.be/eZhNpTKEvfY. In addition to incorporating environmentally friendly initiatives into our business strategy to protect the planet and reduce the amount of IT hardware waste each year, we also help our global IT customers reduce, reuse, and recycle their hardware assets through our sustainable IT solutions. Some of our customer/partner initiatives include recycling office equipment and related Items in compliance with county, municipal, and EPA guidelines. As a result of our efforts, in March 2013, SHI received its Gold LEED Green Certification. Asset Recovery for Hardware Products Many organizations are relying on external collaboration for asset disposal, especially since the Environmental Protection Agency and State Departments of Environmental Protection regulations become more stringent and as disposal practices come under greater scrutiny. SHI can help Sourcewell Members stayed ahead of the curve, working diligently with Members to facilitate cost- effective disposal services of all sizes and in all verticals. In fact, our team of experts helps to dispose of or redeploy old technology in a way that not only assures compliance but also keeps corporate data from being compromised. Our disposal processes provide several benefits, many of which other technology vendors don't provide, including: • Integration: SHI provides a data -feed designed to be incorporated directly into existing asset management systems rather than in complex spreadsheet or database form; • Security: Our security partners perform DOD and NIST compliant wipes of hard drives to ensure that no company or customer data is retained on old assets; • Recycling: Our processing partners are either R2 or e -Steward certified, recycling everything in the asset (metal, glass, plastic, and so on) and disposing of harmful substances compliant with stringent govemment guidelines; • Global Locations: With processing locations worldwide, we are committed to expanding our global network to shorten the distance that client assets must be shipped for processing. Our asset disposal and redeployment services can be customized and used in any combination to meet Members' unique needs, making us an ideal partner for any solution. With our customers always in mind, we will ensure we pick up Members' assets for processing; help remarket, redeploy, donate, or dispose EOL assets; conduct inventory and assessments of all assets; and Offer end -of -lease processing; • Conduct software license harvest and redeployment services; • Provide a total solution one -stop -shop place for all technology end -of -life needs. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Our Asset Management team, comprised of almost 80 subject -matter experts from all over the world, has been assisting clients with their needs for over a decade. Our SMEs include former auditors from publishers such as Microsoft, Oracle, and IBM, and audit firms such as KPMG, Deloitte, and PWC. We are confident that we have the ideal combination of experience, expertise, and technology to accomplish Members' asset disposal needs efficiently and effectively. 39 40 Identify any third -party issued eco- labels, ratings or certifications that your company has received for the equipment or products included in your Proposal related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. Describe any Women or Minority Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. As a reseller, SHI does not receive labels specifically for products; however SHI will be happy to work with Sourcewell and product manufacturers to identify any specific eco-labels on products Sourcewell members wish to purchase. We are the largest privately Minority/Woman Owned Business Enterprise (MWBE) in the U.S. and our certification as an MWBE offers a critical value -add to corporations whose strategic business objectives include supplier diversity and development. In addition, SHI's Diversity Business Development Initiative builds and sustains a community of diverse suppliers and partners who best serve the needs of our customers. As a large MWBE, we continue to grow an effective Direct and Indirect Tier II program by accessing our Diversity Vendor database and using certified minority vendors in all diversity categories which includes, MBE, WBE, MWWBE, LGBT, SBE, SDB, HUBZONE, DVBE, VBE, and WOSB. SHI also maintains its internal supplier diversity program and seeks to engage MBE and WBE suppliers to meet product requirements and operational needs. Diversity at SHI 2019 SHI ranks #244 Among Forbes' Top 500 Best Employers for Diversity 2019: "While many organizations have struggled to cultivate cultures that welcome and support all workers, some have been making progress. Forbes set out to identify the companies doing just that with our annual ranking of America's Best Employers. Results for the survey were compiled by surveying 50,000 Americans working for businesses with at least 1,000 employees." We are proud to be ranked among the most diverse employers on this most recent list and are constantly taking actionable steps to increase diversity and inclusivity for our organization. Forbes URL: https://www.forbes. com/sites/vi ckyvalet/2019/01 /15/americas-best-employers-for-diversity- 2019/#168da4cc2bda SHI Certifications WBE • WBENC MBE • NMSDC - Corporate Plus Member • NMBC - National Minority Business Council • CAMSC (Canada) MWBE • Supplier Clearing House (California Public Utilities Commission) SHI also has MWBE certifications with the following state governments: • Delaware • Massachusetts Missouri New Jersey • New York City • North Carolina (HUB) • City of Philadelphia (PA) • Prince George County (MD) • Tennessee • Virginia (SWaM) • Wisconsin SHI Diversity Awards (Historical Listing) • AT&T Mega Deal Supplier Diversity Award • McAfee Partner of the Year Cisco Commercial Partner of the Year Cisco Commercial Territory Partner of the Year SHI Achieves AWS Managed Service Partner Status Citi Lean Partner Award Microsoft US Public Sector 2017 Partner of The Year HP U.S. Print Hardware National Solution Provider of the Year Forbes America's Best Midsize Employers Hewlett Packard Enterprise Global Financial Services Partner of the Year Microsoft Top Partner Windows Commercial Revenue Nutanix Velocity Partner of the Year Ranked 9th on CRN's 2017 Solution Provider 500 SAP Ariba Supplier of the Year Microsoft's SLG Channel Partner of the Year DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 41 What unique attributes does your company, your products, or your services offer to Sourcewell Members? What makes your proposed solutions unique in your industry as it applies to Sourcewell members? Privately held and under the guidance of its current ownership since 1989, SHI is uniquely qualified to support Sourcewell's mission to build valued relationships and innovative solutions with integrity and to exceed the expectations of its Members. In fact, we share a very similar vision and mission, and strive with purpose and passion to provide exceptional value and experience as we help customers select, deploy, and manage technology. We are unique in both our stability and in the tenure of our executive leaders and team members (many of whom have been dedicated to SHI since its inception). SHI Account Executives support their clients locally from over 30 offices throughout the U.S., Canada, the U.K., France, and Hong Kong; and our AEs work and live in the communities they serve, fostering long-term, mutually beneficial relationships with customers and partners every single day. SHI is proud of the reputation we have established, particularly in the Public Sector, as an organization uniquely capable of understanding and addressing the specific needs and concerns of the IT community. And Sourcewell Members will benefit from our high -value solutions that are focused on meeting the distinctive requirements of each customer, while always incorporating opportunities for partnership and innovation. We provide custom technology solutions for every aspect of Members' IT environment: from software and hardware procurement to deployment planning, configuration, data center optimization, mobility services, IT asset management, and training. We also offer next -generation cloud solutions to help customers accelerate to the cloud in the fastest, most secure, reliable and cost-effective ways possible. Our infrastructure and integration services provide top -of -the -line solutions supported by leading manufacturers, publishers, and providers in the industry. License Program Management In large part because of our License Management Program, SHI is the most unique and effective license provider in the industry. Our license -tracking system and workflow have been automated to enforce purchasing rules and to minimize the opportunity for errors. This program includes License Management System —Our Software Licensing Center will create Licensing Documents that pertain to Members' specific Licensing Agreements. License Allocation System —this system was created to provide our customers with a tool for managing the allocation of licenses purchased under Enterprise -type Agreements. License Redeployment Management Service —this service helps organizations that are looking for solutions to reduce the total cost of ownership of their computer hardware and software. In addition, we provide: • A dedicated account and service team empowered to commit resources to address the needs of your organization; • A flexible service approach that allows SHI to adjust its processes and procedures to meet your changing IT needs; • An innovation strategy that ensures your organization is made aware of additional opportunities to improve service, reduce costs, and increase satisfaction for your own customers/users; • A professional Corporate Training Group; • A practice dedicated to Cloud & Innovative Solutions; • Customized Reporting; • On-line Procurement; • Volume License and Hardware Program Management; Pre -Sales Support from SHI's Software and Hardware Teams; Staging & Inventory; Electronic Software Distribution; Online Invoicing; E -Commerce Integration; Renewals Organization Services Manufacturer Relationships go a long way in helping our customers SHI has relationships with manufacturers to assist Sourcewell Members in 1) reducing their expenditures on IT hardware and software, 2) negotiating and benefitting from volume -based pricing programs, and 3) managing the lifecycle of their IT assets. Cost Savings Opportunities SHI understands that Members want to purchase products at the lowest possible price, so we initiate a sourcing process for each transaction that ensures we begin at the lowest price possible. We base our discount structure on SHI advertised price and do not inflate the price for RFPs. In addition, we identify volume discount programs, training each Member's Account Team comprehensively to do so; if there is a product available at a bulk price or a formal discount program from which Members benefit, the Account Team will bring these opportunities to Members' attention. Finally, we maintain award - winning relationships with many distributors in order to ensure that our pricing is always competitive, allowing Members to attain value from the combined buying power of all SHI customers. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 42 Identify your ability and willingness to provide your products and services to Sourcewell member agencies in Canada. SHI enthusiastically will provide products and services to Sourcewell Members in Canada! In fact, our expansion currently taking place makes us uniquely qualified to grow this segment of the contract. Today SHI's Canadian team is comprised of 12 field AEs (8 covering Ontario, 1 Vancouver, 1 Calgary, 1 Montreal). Those field AEs are supported by 6 Inside Account Managers, located in Austin, TX. An additional 4 IAEs, who are phone -based sellers covering Canada, augment the field sellers. And from a support perspective, we have 2 in -country field solution engineers — one focuses on UCC and the other, DataCenter, with 2 Microsoft Licensing Executives and 1 Cisco business development representative specific to Canada. As of January 1, 2020 our ability to provide products and services will increase dramatically, as SHI's Canadian team will include 30 AEs — likely 20 in Ontario and an additional 10 spread primarily between Calgary and Vancouver. We will make similar investments in inside sales, both the IAEs and IAMB, to support the added headcount in the field. We also plan on doubling our technical resources by this date as well! Our Canadian team uses partners where possible that are vetted through our services team to ensure they have the requisite capabilities to deliver tangible business outcomes to our customers. Our primary partnership is with Zanaris (https://www.zanaris.com/) and we are also developing a partnership with Jolera (https://www.jolera.com/). Beyond that, we will leverage our internal teams to deliver services like cloud cost optimization, architecture reviews, and rapid server migration. Our distribution network is similar to what we use in the U.S. — primarily Ingram, Tech Data, and Synnex, and we rely on the distributor network to perform those types of services on our behalf. Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Item Question Response * 43 Do your warranties cover all products, parts, and labor? SHI offers all available original manufacturer warranties. The OEM covers all hardware, parts, labor, and accidental; but some will limit the number of claims, charge a deductible per accidental incident, and do not cover spills (depending on the OEM). We will provide additional detail on specific manufacturers as needed. 44 Do your warranties impose usage restrictions or other limitations that adversely affect coverage? SHI offers all available original manufacturer warranties. Some OEM warranties will limit the number of claims, charge a deductible or limit coverage. SHI can provide additional detail on specific manufacturers as needed. If SHI Complete Care is purchased it does not cover water submersion claims, surge protection, intentional damage, or acts of nature. 45 Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? For OEM warranties this will vary based on the warranty purchased and SHI can provide these details with specific OEM's. 46 Are there any geographic regions of the United States (and Canada, if applicable) for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell Members in these regions be provided service for warranty repair? The standard OEM warranty would still apply to purchases made in Canada. If a customer has a warranty question on specific products SHI will help connect them to the OEM. 47 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer'? Typically warranty services from an OEM will not cover items from other manufacturers. SHI Complete Care, described below, is vendor neutral and may be able to support in warranty OEM claims for select manufactures. If the customer purchases SHI Complete Care for their new devices, they will be 100% supported during the term of the contract. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 48 What are your proposed exchange and return programs and policies? SHI's return policy is customer -centered — we wit always do our best to accommodate returns for any unopened box up to 30 days after receipt. Rarely, a customer might receive an incorrect, damaged or non -working (DOA) product; if a product issue occurs, SHI accepts return of that product within 30 days, with no restocking fees, regardless of the package being opened. After 30 days of receipt, SHI will still make a best -faith effort to accommodate a return. Occasionally, the product manufacturer has a "no returns" policy; in these cases we notify customers at the time of quote to ensure transparency and confidence in purchase. In these specific instances, SHI is unable to accommodate returns. Our return process is simple: In order to request a return, first contact your dedicated sales team, via email, phone, or through the "Request Return Authorization Number" section on the SHL.com website. Your Inside Account Manager will then provide you with a retum authorization (RMA) number, along with a shipping label. With the RMA number clearly included on the shipping label, the customer then ships their return to SHI, and we process the return. In some cases, to expedite a return, SHI will arrange to have the return -product picked up directly. Once the return has been fully processed, SHI will credit the customer's invoice. In addition, we send out replacement orders prior to receiving returns in order to expedite the process for the customer. Occasionally, Software Publishers may require a customer to fill out a Letter of Destruction. In these cases, SHI provides the letter to customer, who signs and returns it to us. To help simplify and expedite the process, SHI takes care of the rest — processing the Letter of Destruction directly with the Software Publisher. At any point, if customers encounter issues with their products, the SHI Account Team is accessible and eager to help! DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 49 Describe any service contract options for the items included in your proposal. SHI will pass on any included Manufacturer warranties at the time of purchase. In addition, we will educate the end -user on any and all available extended warranty, maintenance, and service programs at the time of quote. Should the customer have the need to use the warranty SHI can facilitate the interaction between the customer and the OEM. We will gladly provide any contact information or assist in escalating with the OEM when necessary. In addition, SHI can provide warranty options outside of what is available from the original manufacturer for a separate fee. We offer several options to support original Manufacturer warranties. These standard warranties typically offer limited, short-term coverage and can result in unexpected downtime and expensive repairs. Our Enterprise Warranty Services will extend the life of Member's technology investment and will keep their systems — and their business — running at peak performance. The benefits of our Enterprise Warranties include • Coverage up to 5 years; • 24/7 technical support; • U.S.-based call center; Global support capabilities; 100% coverage for commercial use, parts, labor, and accidental damage; • $0 deductible. In addition, SHI provides comprehensive, flexible coverage for Product Protection that goes beyond a manufacturer's limited warranty and that provides • 100% coverage on parts and labor, normal wear and tear, and power surges; "No Lemon" guarantee; • Replacement for products that are beyond repair; • No deductibles, hidden fees, or surprise charges; • Commercial use. Members' SHI Coverage can begin on the date of purchase or after the manufacturer's warranty expires, and coverage is not affected by what the limited manufacturer warranty offers. Our Warranty Services alleviate multi -year budgeting constraints and deliver service when and where Members need it! Included in Product Protection Services in basic triage and remote diagnosis; 24 -hour advanced exchange, depot service, and three-way shipping. As an additional benefit, our warranties protect against accidental damage, including drops, spills, and cracked screens. Finally, SHI offers post -warranty and maintenance agreements for products that are still viable and in use! If Members maintain equipment under a warranty that is about to expire - or already has expired - SHI's post -warranty and maintenance agreements keep them covered. Our field engineers serve as an extension of the IT organization and deliver reliable, efficient, and customizable hardware maintenance support. Our program can consolidate multiple vendor agreements, and equipment can be added or removed from coverage at any time. We provide affordability and reliable alternatives to manufacturer maintenance agreements, and flexible contracting provides 40-60% cost -savings from OEMs to Member's organization. Our Level III engineering teams —hired directly from OEMs and averaging over 15 years of experience —have helped us earn extraordinary trust with our customers and are available in every major metropolitan area throughout North America. In collaboration with our partner network, SHI can access over 50 service locations and 110 global stocking locations to support Member needs, no matter where the equipment is located. Payment Terms and Financing Options Line Item Question Response* 50 What are your payment terms (e.g., net 10, net 30)7 Net 30 DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 51 Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? Purchasing new hardware or software can be an expensive investment for even the most profitable organization. However, purchasing is not the only option: leasing and financing with SHI is an excellent alternative to buying IT products. The leasing/financing process is relatively simple. Our pricing models include monthly, quarterly, or annual terms, and once all documents are approved and signed, SHI ships products directly to the customer. Differences between Hardware Leasing and Software Financing Typically, our two lease options include Hardware (equipment) and finance Software. Hardware Leasing: SHI offers the following types of hardware leasing: Fair Market Value Lease (FMV) — FMV allows customers to use equipment for a specific term with the return of that equipment at the end of the contract. Customers can extend for a period or purchase equipment at the Fair Market Value. FMV is the most flexible option, and usually, at the end of the lease, we send equipment to our refurbishment partner for resale. $1 Buy Out Lease - Some customers prefer to own the equipment at the end of the term. This option is a capital lease put on the Lessee's balance sheet as a capital expense. The benefits to leasing hardware with SHI include : • All equipment costs are covered with no need to obtain additional financing elsewhere. • Cash is available for income -producing investments. Lease payments are fixed and easy to budget. Technology doesn't become obsolete. • Risks are reduced, as add-ons and replacements are fast and easy. • Paperwork is reduced since the lessor handles all the invoices. • Diversity spending. The Lessee can have equipment and even other vendors' products and services included in the lease and receive diversity credits. • Planned Replacement. Leasing allows the customer to have a built-in replacement schedule. • Warranty and maintenance costs are reduced. Leasing matches the expense to the benefit. Customers do not need to dispose of equipment. • Payments are predictable and are not subject to interest rate fluctuations. Software Financing SHI offers Installment Payment Agreement (IPA), which provides ownership at the end term for transactions that are software and services based. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 52 Briefly describe your proposed order process. Include enough detail to support your ability to report quarterly sales to Sourcewell as described in the Contract template. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell Members' purchase orders. We strive to help our customers execute their mission by getting the right technology, to the right people, at the right time. Once customers submit their requests for quotation to the Inside Account Team, a dedicated Inside Account Manager (IAM) will research the product and create a quotation based on the terms and conditions of the contract. The quote can then be published to shi.com, where the customer can retrieve the quote to place the order electronically with SHI. We also support ordering by phone, online ordering and email orders. All product offerings are available for online ordering, including non -catalogue items which are supported via our published quote feature. Published quotes are custom quotes the Inside Team creates and publishes to the website so the customer can log into their web catalogue and complete their purchase. The Inside Team creates customer quotes in Sales Center, an internal quote tool that is connected to our distributor network providing access to the most current inventory and pricing when our customers need a quote. Orders are entered into our A/X Order Entry System and updates for order confirmation and tracking are automatically generated and sent to the end user who placed the order. Customers may also track orders using their login on shi.com Our order management system is a complete order tracking and order maintenance system. All of the information resides on IAM desktops. Each day, we receive the tracking numbers for all products shipped from our distributors via EDI. These tracking numbers feed into the Sales Orders and are ready for immediate access by the designated Inside Account Manager. In addition, we provide this tracking information directly to our customers through Your Home at SHI. Authorized Sourcewell members can log onto our web site to check order status and tracking data direct from the carriers. We fully understand Members' need for flexibility in reporting, as well as the need for reports from the highest organizational level to the most granular. We have created our databases to remain flexible enough to be able to incorporate any organizational structure and to provide reports on any level within the organization. We begin with the most granular reporting level, by division or by bit to or by another criterion specified by Sourcewell. We then group the ordering units into the next level within the Member organization. The entities within that level will be grouped to form the next reporting level, and so on until we reach the enterprise -wide level. In addition to providing reports based on the organizational levels within Sourcewell, we also provide reports based on any combination. These features allow us to meet the reporting requirements of Sourcewell as well as individual Members. 53 Do you accept the P -card procurement and payment process? If so, is there any additional cost to Sourcewell Members for using this process? SHI accepts Credit Cards for purchases. Purchases up to $50,000 will not incur any additional fees. A credit card transaction fee will be incurred for " purchases over $50,000. Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Item Question Response* DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 54 Describe your pricing model (e.g., line -item discounts or product- category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. We propose a 4.5% discount off of SHI Advertised List Price for all products purchased under this contract and believe presenting one discount across all product categories makes this contract more straightforward and efficient. It is important to note that this proposed discount is a minimum one, and there are many instances in which we can — and will — provide a greater discount. Whenever possible, we pass discounts and savings to our customers. Sourcewell can access detailed pricing data via our online catalog found at https://www.publicsector.shidirect.com/ We generally establish our Service Rates on a per -service basis, determined collaboratively with customers based upon their needs, and - when relevant - with Service Partners; we establish rates for services on individual SOWs, with SHI project management fees added as applicable to ensure project success. We are happy to provide more detailed information regarding service pricing upon request and have attached to this proposal a Sample Pricing Form, which includes reasonable estimates, for your review. We have attached a pricing document for your reference in the document upload section. 55 Quantify the pricing discount represented by the pricing proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. SHI is offering 4.5% discount off of Advertised List for all products. 56 Describe any quantity or volume discounts or rebate programs that you offer. 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 we offer, there will be many opportunities for us 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. 57 Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. All products will be considered contract purchases and therefore offered at a 4.5% discount. 58 Identify any element of the total cost of acquisition that is NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre -delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. Given the overall breadth and customizable solutions offered under this contract it would be hard to detail every item that will not come standard with a given purchase. However, some additional charges we do address are non-standard shipping options, detailed in question 59 and credit card fees detailed in question 53. In addition, installation, project management, training and additional set-up services would not be part of a standard cost unless a customer specifically requests these services. 59 If freight, delivery, or shipping is an additional cost to the Sourcewell Member, describe in detail the complete freight, shipping, and delivery program. SHI is able to ship products via any method the customer desires. These include: Standard Delivery - product is delivered to a fixed delivery point (such as a warehouse). Often times, shipping is free on standard delivery orders. Exceptions include very large pallets (servers that are racked/stacked), and any order that requires custom configuration. Inside Delivery - product is delivered to a location inside of a customer's building. SHI's logistics company is responsible for unloading the delivery vehicle. Loading dock may or may not be available. There is a fee associated with Inside Delivery. The fee is based upon the size and weight of the shipment and will be priced out at the time of quoting. Deskside Delivery - SHI's logistics company delivers the product directly to the end users' desk location within the customer's building. Loading dock may or may not be available. There is a fee associated with Deskside Delivery. The fee is based upon the size and weight of the shipment and will be priced out at the time of quoting. Overnight and Second -Day Delivery - this option is available for any non - custom items upon request. There is a fee for expedited delivery. Shipping prices are determined by size and weight of the delivery and can be discussed at time of quote. 60 Specifically describe freight, shipping, and delivery terms or programs available for Alaska, Hawaii, Canada, or any offshore delivery. For Alaska, Hawaii, and Canada the perimeters set forth in answer 59 apply. For offshore delivery it will depend on the products and locations where it is being delivered. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 61 Describe any unique distribution and/or delivery methods or options offered in your proposal. As detailed in response to answer 26 above, we work loyally to maintain relationships with both our large IT Distributors (Ingram Micro, Tech Data, and Synnex) as well as smaller, local distributors and manufacturers directly. We receive electronic feeds from these distributors as well as the top publishers/OEMs in the industry. Our strong affiliations allow us to source from the supplier with inventory in the closest proximity and drop ship directly to our customers' door. Most products are, therefore, delivered within 3-5 business days of order. Pricing Offered Line Item The Pricing Offered in this Proposal is:* Comments 62 b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. Audit and Administrative Fee Line Item ",., Question Response 63 Specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell. We take contract compliance very seriously, and to that end, we have a team within our Inside Sales Organization that Is focused solely on this aspect of the business. Upon award, Denise convenes the ISO team to review the entire response and resulting contract. They create a document detailing all the specific facts regarding an SLA or a contractual obligation (reporting, pricing, and so on). After the document is complete, all supporting team members become trained around the contract. Once the contract is live, the compliance team conducts random quote audits to ensure that the contracted pricing is being honored. In addition, the team runs monthly reports to check all orders that have been placed. In * the rare instance that an error is found, the customer is notified and the Issue is immediately resolved. A team that is separate and distinct from our sales organization is responsible for reporting and submission of administration fees. We will capture the Sourcewell contract number upon order entry (this contract number is tied to the customer in our order entry system). When the usage report is due, our Sales Analyst team will pull all contract orders and send that data directly to Sourcewell. Once agreement is established, the Sales Analyst will request and send a check for the correct amount. 64 Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per -unit fee; it is not a line -item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) SHI proposes a 1% Administrative Fee. We believe this nominal fee keeps the contract competitive and even more marketable. * Industry Specific Questions Line item ` Question Response 65 If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract. In our experience, there are a few key indicators of success for contracts of this type: 1) Overall sales revenue — the first, and most obvious, is simply the amount of sales that are being done through the contract. We look for these to grow each month. 2) Number of entities using the contract — we believe that in order to be viewed as a successful partner to Sourcewell we need to be adding net new buying entities to the contract. 3) Number of AEs who are using the contract — In addition to the number of public entities who use the contract, we also track the number of Account Executives at SHI who make use * of the contract. We track this metric regularly and are always looking for 100% participation with our consortia contracts. 4) Customer Feedback — we rely on our customers to provide feedback with regards to doing business with SHI and believe this contract's success can also be measured by customer feedback. Providing our customers flexible and viable contract options makes their jobs easier. When we lead with Sourcewell and educate Members on value, we expect we will get positive feedback. 66 Describe your capability to report Sourcewell member purchases of products with environmentally preferred attributes (e.g., eco- Iabeled, rated or certified). As a reseller SHI can only report the information given to us by the OEM or publisher community. We will work with Sourcewell and the publisher community to report as needed. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 67 68 Describe your capability to identify third -party issued eco-labels, ratings or certifications for the equipment or products within your catalog related to energy efficiency or conservation, life -cycle design (cradle -to -cradle), or other green/sustainability factors. 69 Describe your strategy related to the implementation and management of multiple cooperative purchasing contract awards, if applicable. Identify any reseller certification(s) (or similar third -party validation of technical expertise) that your organization has attained, if any. If requested, SHI can point customers to the OEM website or to the publishers directly to obtain this information. SHI has extensive experience administering and supporting consortia contracts quite similar to Sourcewell, and we are confident that our strategy to implement and manage multiple contracts is both reliable and robust. Most importantly, we have made the conscious decision to collaborate with only a few select Consortia partners in order to provide proactive, personalized support to those Consortia members, rather than attaining many partnerships and diffusing ourselves reactively. Our strategy to implement and manage these few contracts is simple: we take great care to meet the needs of each participating entity, whether that be an individual agency, city, county, township, school district, or higher education institution. Account Teams will meet regularly to audit the contract and to discuss areas in which SHI offers, or can offer, additional services in support of Sourcewell Members. Furthermore, SHI's Account Executives regularly meet with Sourcewell Members to discuss their purchase history, Volume Licensing Agreements, and upcoming projects, and needs. We listen attentively and use our Customer Business Review process to articulate Members' purchasing history and to identify opportunities for consolidation or more efficient use of pricing agreements. As appropriate, we will also hire and train additional Account Executives to ensure suitable coverage for the success of all Sourcewell Members. Finally, SHI dedicates a team to oversee our marketing plan for Sourcewell to ensure maximum participation, providing for a smooth experience for the current contract users as well as entities who join the contract during the agreement term. Our strategy for success with multiple purchasing contracts is further comprised of these steps: • Account Executives for each State and Region establish relationships with Members and IT administrators within the organization and update our CRM to record that contact. Each member receives SHI contact information, website information, and contract guidelines. • SHI's Inside Sales Team members give Members a tour of our website (shi.com), where they can create quotes, purchase items, obtain order status, and generate reports of their purchases. • SHI's marketing team subscribes our new CRM contacts to SHI's monthly newsletter and other correspondence. • SHI participates in statewide and local vendor events. SHI Account Executives and publisher partners meet with all relevant Members and discuss SHI's support plan and our partners' solutions. • SHI works with each State to create timely and meaningful Tech Days for individual state and local entities to attend to learn about new solutions for their IT environments. Each facet of our approach converges to ensure that SHI meets (and then exceeds!) both the Scope of Work and Terms and Conditions for each Member. As an example of our successful strategy, Jennifer Jensen, a NASPO SVAR customer from the City of Scottsdale who has worked closely with us praised: "...working with SHI to procure our software and maintenance has been a great experience. Our Account Manager is very hands on and [our] inside sales team is fast and efficient. They are responsive to our requests, have answered tough licensing questions (they have product specialists besides the regional teams who can dive deeper into the product if need be), keep a record of our purchases and our maintenance renewal dates, and have made the quote/PO/invoice process smooth. They are quick to communicate that they have received our requests and provide updates as the information becomes available." SHI has the experience and vendor partnerships in place to bring value to Sourcewell members. As detailed within our proposal, all of the leading manufacturers have established SHI as an authorized partner. Furthermore, SHI has a very diverse partner ecosystem, supporting over 15,000 Publishers and Manufacturers today. Included below is a sampling of the reseller certifications levels for some of our larger partners. 3M COMPANY Authorized Partner ACER Authorized Partner ADOBE SYSTEMS, INC Platinum ADTRAN Authorized Partner APC Elite Business Network Partner APPLE, INC. Corporate Reseller ARUBA NETWORKS, INC. Platinum Partner AVAYA COMMUNICATION Emerald Reseller AMAZON WEB SERVICES Authorized Partner BARRACUDA DMR #2 Partner BELKIN VIP Level BLACK BOX Authorized Partner BLUE COAT SYSTEMS, LLC Authorized Partner BMC SOFTWARE Driver Level BORLAND SOFTWARE COMPANY Authorized Partner BRENTHAVEN Authorized Partner BROCADE COMMUNICATION SYSTEMS (Ruckus) CANOGA PERKINS Authorized Partner Authorized Partner DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 CANON U.S.A., INC. Authorized Partner CIENA (LOA 2/2/18) Authorized Partner CISCO SYSTEMS, INC. Gold Partner CITRIX Gold Partner CLEARCUBE Authorized Partner COBHAM Authorized Partner COMMSCOPE, INC. Authorized Partner COMMVAULT SYSTEMS, INC. Platinum VelocityPlus Partner COREL CORPORATION Authorized Partner CORNING Authorized Partner DATACOM Authorized Partner DELL (FIPA 12/15/17) Titanium Black EATON CORPORATION Authorized Partner EMC CORPORATION Titanium Black ENDACE TECHNOLOGY Authorized Partner ENTCO GOVERNMENT SW Authorized Partner F5 NETWORKS, INC Gold Partner FIREEYE, INC. Authorized Partner FORCEPOINT, LLC Authorized Partner FORTINET, INC. Authorized Partner FUJITSU Authorized Partner GENERAL DYNAMICS Authorized Partner GIGAMON, INC. Authorized Partner GUIDANCE SOFTWARE, INC. Authorized Partner HITACHI Silver Level HONEYWELL Silver Level HP COMPANY Platinum HP ENTERPRISE COMPANY Platinum IBM CORPORATION Premier Business Partner INFOCUS Authorized Partner JUNIPER NETWORKS, INC. Elite Partner KINGSTON TECHNOLOGY CORP Authorized Partner LENOVO Client: Premer & DCG: Platinum LEXMARK INTERNATIONAL, INC Tier 1 - Diamond Edge LG CORPORATION Authorized Partner LOGITECH INTERNATIONAL Authorized Partner MCAFEE, INC. Platinum MICROSOFT CORPORATION Gold LSP MOTOROLA Authorized Partner NCS Authorized Partner NEC Authorized Partner NETAPP, INC. Corporate Reseller NETGEAR Platinum NORTEL Authorized Partner NOVELL Gold NUTANIX, INC. Tier 1 Premier OKI DATA Authorized Partner ORACLE AMERICA, INC. Global Platinum Partner PALO ALTO NETWORKS Platinum PANASONIC CORPORATION TP3 Reseller PNY TECHNOLOGIES, INC. Authorized Partner POLYCOM, INC. Platinum QUANTUM CORPORATION Premier QUARK SOFTWARE, INC. Authorized Partner Red Hat Advanced Business Partner REDSEAL, INC. Authorized Partner RSA SECURITY, LLC Titanum DMR Level SAMSUNG P4 Platinum SEAGATE TECHNOLOGY Authorized Partner SHARP ELETRONICS CORPORATION Authorized Partner Display Solutions SOLARWINDS, INC. Level 1 Tier 1 SONY Gold SPIRENT COMMUNICATIONS Authorized Partner SPLUNK, INC. Premier SYMANTEC CORPORATION Platinum TOSHIBA CORPORATION Platinum Preferred TREND MICRO, INC. National Channel Partner TRIPP LITE Authorized Partner VIEWSONIC CORPORATION Authorized Partner VISIONEER, INC. Authorized Partner VMWARE, INC. Corporate Reseller - Premier Level WESTERN DIGITAL Authorized Partner XEROX CORPORATION Authorized Partner In addition, SHI's Enterprise Solutions Group has over 150 people who hold 3000+ technical certifications for various products and solutions we offer. Included below is a sampling of some of our technical certifications. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 • Adobe RSA - enVision (RSA - enVision 3.7) • Adobe GIAC Certified Intrusion Analyst (GCIA) • AGOEA TOGAF • APC Technical Consultant for Data Center • Apple Certified Technical Coordinator 10.7 • Apple MacOS X 10.7 Support Certification • Check Point Certified Security Administrator Check Point Certified Security Administrator Check Point - Certified Instructor Check Point - Certified Security Expert+ Cisco CCIE #23895 R&S Cisco advanced Wireless • Cisco CCDA • Cisco Certified Network Associate • Cisco Data Center Storage Networking Design Specialist CCIE-19985 Routing & Switching Citrix - Netscaler Basic Operations and Admin Citrix Certified Administrator XenServer (v5.0) (CCA) Citrix Certified Administrator Xen Server Citrix Certified Administrator Xen Desktop CIW v5 ASSOCIATE Commvault ServiceAdvantage - Project Management Methodology Training CommVault Certified Services Associate Assessment - CVCSA CommVault Solution Architect Certification - CVSA CommVault® Technical Sales Professional Accreditation - CVTSP Compellent Storage Center CompTIA A+ • CompTIA Network+ • CompTIA Security+ • CompTIA A+ • CompTIA Server+ • DataCore DCIE • Dell Blade Server Solutions - Technical • Dell SC Series Storage Professional Certification Exam • Dell Certified Professional - SC Series Storage • Dell EMC Specialist - Technology Architect, Backup Recovery Solutions Version 6.0 • Dell EMC Expert - Technology Architect, Backup Recovery Solutions Version 6.0 • Dell EMC Specialist - Technology Architect, Backup Recovery Solutions Version 6.0 EMC EMCTA • EMC EMCPA • EMC -PA EMC -Technology Architect • EMC -Technology Architect • Exin ITIL v2 • Exin ITIL v3 HP Service Manager 9.x Software • HP APP - HP Enterprise Solutions HP AIS - HP ProCurve Networking [2010] HP- AIS- Operations Manager Software v8 for Wins HP Operations Orchestration 9.x HPE ASE - Storage Solutions Architect V3 HPE ATP - Storage Solutions V3 HPE Master ASE - Storage Solutions Architect V3 IBM Certified Deployment Professional Security SiteProtector System v2.0 SP 8.1 IBM Certified Deployment Professional - Security Access Manager for Mobile ISC2 -- (CISSP) Certified Information Systems Security Professional ISC2 — (ISSAP) Information Systems Security Architecture Professional ISC2 - (ISSEP) Information Systems Security Engineering Professional ISC2 — (ISSMP) Information Systems Security Management Professional • ITIL - V3 Foundations • Exin - ITIL Foundations • ITIL - Foundations • LanDesk CLE • LanDesk Certified LANDesk 9.0 Engineer • LanDesk 8.8 Engineer • McAfee Data Protection • McAfee Network Security • McAfee Risk & Compliance Management • McAfee System Security • Metastorm Provision Microsoft Certified IT Professional (MCITP): Enterprise Desktop Administrator on Windows 7 • Microsoft Certified IT Professional (MCITP): Enterprise Desktop Support Technician on Windows 7 Microsoft Certified Technology Specialist (MCTS): Microsoft Exchange Server 2010, Configuration • NetApp - Accredited Storage Architect • Novell CNE Novell Certified Workload Management Administrator DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 70 Summarize your current approach to serving Sourcewell members in each vertical (state and local government, education, and not -for- profit) and plans to grow utilization of your solutions in the event of a Sourcewell contract award. Novell Systems & Resource Technical Specialist Oracle VM Pre -Sales Assessment Oracle Planning and Budgeting Cloud Service Specialist Oracle Exadata Database Machine X2-2 and X2-8 Technology Support Specialist Red Hat Certified Technician (RHCT) RSA Certified System Engineer RSA - Certified System Engineer - DLP SANS.ORG GAWN - - GIAC Assessing and Auditing Wireless Networks (GAWN) Secure Computing / McAfee Sidewinder v7 Secure Computing / McAfee IronMail 6.5 Security Horizon IAM - NSA INFOSEC Assessment Methodology Security Horizon IEM- NSA INFOSEC Evaluation Methodology SonicWall Certified SonicWALL Security Administrator Splunk Sales enginerr 1 Symantec STS Symantec Authorized Symantec Consultant Symantec DLP 10.5 Symantec Technical Specialist - Network Access Control Symantec Data Loss Prevention STS 10.0 Symantec Technical Specialist VMware Certified Design Expert VMware VCP 410 VMWare VCP 410 VMware VTSP Business Continuity Technical Sales Accreditation 4 VMware Infrastructure Virtualization Technical Post -Sales Accreditation: Capacity Planner Fundamentals VMware Business Continuity Technical Post -Sales Accreditation: SRM 1 Implementation Fundamentals VMware Desktop Virtualization Technical Sales Accreditation 4 VMware VCP - VMware Certified Professional Watchguard WCSP Websense Hosted Security Should Sourcewell be interested in certain certifications that are not listed we are happy to confirm if we hold those additional certifications as well. Our initial approach to facilitate solutions for Sourcewell Members in each vertical includes putting our best people in place with a clear purpose and a tangible passion for success. Our team is empowered and has the autonomy to respond directly to Member requests. Additionally, we have ensured that SHI support teams, who work regionally and vertically, have the training and resources they need to provide Members with immediate, accurate, up-to-date information and the authority to take action when needed. Sourcewell and its Members will have the support of the entire SHI team starting from the top down. We will grow our solutions in unison with a growing Sourcewell Member base, keeping pace with the demands and expanding proactively and — always — using best practices. Denise Verdicchio, our Senior Director of Public Sector Sales has been an essential team member with SHI since 1995. As Senior Director of Public Sector Sales, Denise provides in - person client support and sustains her team in the public sector; she has executive authority to approve terms and to resolve issues, and she responds to inquiries within 8 business hours, Denise is dedicated to supporting the Sourcewell contract and ensuring its success. Denise leads the Public Sector team, who is prepared and eager to support Sourcewell members. Our Account Executives, who live work, and play in the communities they serve, are dedicated to each vertical and will support State and Local Government, Education, and not - for -profit customers across the US and Canada. This Public Sector sales force will actively promote the availability of Sourcewell to customers and prospects across the country. With the assistance of our Public Sector marketing team. Sourcewell members will benefit from SHI's laser focus to be the best, while continuing to keep our costs aggressive with our low overhead. A dedicated approach to the Public Sector business for the last twenty years has helped us create solutions that are specific to the unique needs of State, Local, and Education customers across the country. Many of our customers have inquired about our relationship with Sourcewell; we are eager to contribute to your organization and are zealously confident that we are the ideal Sourcewell partner for this contract. We offer a fresh, new perspective to your Members and have worked tirelessly to improve as both a reseller and a total Solutions Provider. We bring integrity, purpose, and passion to Sourcewell and are grateful for your consideration. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." • Financial Strength and Stability - SHI Financials 2018-17.pdf - Tuesday August 13, 2019 17:28:09 • Marketing Plan/Samples - Sourcewell Marketing Plan Draft and Sample marketing piece.pdf - Tuesday August 13, 2019 17:29:37 • WMBE/MBE/SBE or Related Certificates - WBE Certificate_Exp_02-28-2020.pdf - Tuesday August 13, 2019 17:28:33 • Warranty Information (optional) • Pricing - Sourcewell Pricing.pdf - Tuesday August 13, 2019 20:48:59 • Supplemental Pricing Documentation (if needed) (optional) • Additional Document (optional) DocuSign Envelope ID: 9572A8C3-61C7-4821-BB68-037BDD3C3793 Proposers Assurance of Comp PROPOSER ASSURANCE OF COMPLIANCE PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals. 4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal. 5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer -offered specifications, and with the other documents in this solicitation. 6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first -quality products and related services to Sourcewell Members under an awarded Contract. 7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a "trade secret," and thus nonpublic data under Minnesota's Data Practices Act. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation. 17 By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Aimee Ballenger, Public Program Manager The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. DocuSign Envelope ID: 982FAAC6-7005-4948-BF40-71629992EACA AMENDMENT #1 TO SOURCEWELL CONTRACT #081419-SHI This Amendment is by and between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and SHI International Corp., 290 Davidson Avenue, Somerset, NJ 08873 (Vendor). Sourcewell awarded a contract for Technology Catalog Solutions to Vendor (#081429-SHI) effective November 12, 2019, until October 30, 2023, relating to the provision of services by Vendor and to Sourcewell and its Members (Original Contract). Vendor has requested to amended the Original Contract to expand the interpretation of the term "Vendor." In consideration of the mutual covenants and agreements described in this Amendment, the parties agree to amend the Original Contract as follows: 1. This Amendment is effective upon the date of the last signature below. Remainder of page intentionally left blank. 1 DocuSign Envelope ID: 982FAAC6-7C05-4948-BF40-71629992EACA 2. As used within the Original Contract, any reference to "Vendor" will be interpreted to also include SHI Government Solutions, Inc. Except as amended by this Amendment, the Original Contract remains in full force and effect. Sourcewell SHI International Corp. By: DocuSigned by: J`^ `)401 J (M.W t&) Authc.\- = COFD2A139D06489.._ By: ,—DocuSigned by: i''is{ivut hawk, Authc• 2A3B1E59B06C459... Jeremy Schwartz Kristina Mann Name - Printed Name - Printed sr. Lead contract specialist Title: Director of Operations & Procurement/CPO Title: Date:3/13/2020 1 9:03 AM CDT Sourcewell-APPROVED: p� DoccuSigneed by: (j By: 1.4 - A u t h c`— 7E42B8F817A64CC... Chad Coauette Name - Printed Title: Executive Director/CEO Date:3/13/2020 1 9:09 AM CDT Date:3/13/2020 1 8:56 AM CDT 2 DocuSign Envelope ID: 6104E26F-4280-477C-BE12-5B34EA55A151 !"74, .i Sourcewell CONTRACT EXTENSION Contract Number: #081419-SHI Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and SHI International Corp. (Vendor), 290 Davidson Avenue, Somerset, NJ 08873 have entered into Contract #081419-SHI for the procurement of Technology Catalog Solutions. The Contract has an expiration date of October 30, 2023, but the parties may extend the Contract by mutual consent. Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, Sourcewell and Sourcewell's Members. Vendor and Sourcewell agree to extend the Contract listed above for an additional period, with a new Contract expiration date of October 30, 2024. All other terms and conditions of the Contract remain in full force and effect. Sourcewell SHI International Corp. DocuSigned by: / DocuSigned by: .'MI44tl SdiLw 75 By: COFD2A134D06484... Jeremy Schwartz e ik, hest, By: 1 EA41 C2ECB48407... Erin Rose Title: Chief Procurement Officer Title: Sr. Contracts Specialist 11/17/2022 1 8:56 AM CST Date: Date: 11/17/2022 1 9:57 AM EST Rev. 7/2022 1 ...tERNMENT.4% Sourcewell vornwty NJPA RFP #081419 REQUEST FOR PROPOSALS for TECHNOLOGY CATALOG SOLUTIONS Proposal Due Date: August 14, 2019, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Technology Catalog Solutions to result in a national contracting solution for use by its members. Sourcewell members include thousands of governmental, higher education, K-12 education, not -for-profit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than August 14, 2019, at 4:30 p.m. Central Time, and late proposals will not be considered. Solicitation Schedule Public Notice of RFP Published: Pre -proposal Conference: Question Submission Deadline: Proposal Due Date: June 27, 2019 July 18, 2019, 10:00 a.m., Central Time August 7, 2019, 4:30 p.m., Central Time August 14, 2019, 4:30 p.m., Central Time Late responses will not be considered. Opening: August 14, 2019, 6:30 p.m., Central Time ** ** SEE RFP SUB -SECTION V. G. "OPENING" Sourcewell RFP #081419 Technology Catalog Solutions Page 1 I. ABOUT SOURCEWELL AND MEMBERS A. SOURCEWELL Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ members across the United States and Canada. Sourcewell's solicitation process complies with Minnesota law and policies, and results in cooperative contracting solutions from which Sourcewell's members procure equipment, products, and services. Cooperative contracting provides members and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors potential pool of end users. Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted. B. MEMBERS AND USE OF RESULTING CONTRACTS Membership in Sourcewell is open to government and non-profit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. Access to contracted equipment, products, or services by Members is typically through a purchase order issued directly to the applicable vendor. A Member may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Members retain the right to obtain similar equipment, products, or services from other sources. To meet Members' needs, public notice of this RFP has been broadly published, including notification to each state -level procurement departments for possible re -posting. As required by certain states, an Appendix of Members is included in this RFP and can be found in the Sourcewell Procurement Portal. Affidavits of Publication will be available at the conclusion of the solicitation process. For Canadian entities: This RFP is intended to include municipalities and publicly -funded academic institutions, school boards, health authorities, and social services (MASH sectors); including members of the Rural Municipalities of Alberta (RMA), and their represented Associations: Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), and Association of Manitoba Municipalities (AMM). Sourcewell RFP #081419 Technology Catalog Solutions Page 2 II. EQUIPMENT, PRODUCTS, AND SERVICES A. SOLUTIONS -BASED SOLICITATION This RFP and contract award process is a solutions -based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards. B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES It is expected that Proposers offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative. 1. Sourcewell is seeking proposals for Technology Catalog Solutions, to include a complete electronic catalog system permitting Sourcewell and Sourcewell Members to make web - based purchases, and receive delivery of: a. Computer hardware, including desktops, laptops, tablets, and related devices; b. Networking, server, and data storage equipment, including servers, server appliances, racks and cabinets, data storage or data protection devices, and switching technology; c. Peripherals, accessories, components, and options, including printers, scanners, monitors, AV equipment, unified communication hardware, mobility hardware, cabling, modems, routers, switches, power management, and supplies; d. Software related to the purchase of the equipment described in subparts a — c above; and, e. Tech support or assessment services related to the purchase of the equipment or software described in subparts a — d above. The catalog must be designed to populate with the Sourcewell and Sourcewell Member pricing offered by Proposer. To the extent that Proposer has retail store locations, the system must be capable of providing Sourcewell and Sourcewell Member pricing for purchases at Proposer's retail store locations. The primary focus of this solicitation is on the offering of a technology catalog, but alternate forms of transaction (e.g., PO and invoice transactions) are a permissible ancillary service method. 2. This solicitation should NOT be construed to include "services only", or "consulting only" solutions. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell: Sourcewell RFP #081419 Technology Catalog Solutions Page 3 a. RFP#020817 Managed Service Provider (MSP) for Information Technology and I.T. Staff Augmentation Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or services being proposed. Generally, the solutions for Sourcewell Members are turn -key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Sourcewell Members possess the ability, either in-house or through local third -party contractors, to properly install and bring to operation those equipment/products being proposed. Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Members and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Sourcewell Members under a resulting contract. Sourcewell desires the broadest possible selection of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and potential Members. C. REQUIREMENTS It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Members. 1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes. 2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services. 3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal. 4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Member as operational. 5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better. Sourcewell RFP #081419 Technology Catalog Solutions Page 4 D. ANTICIPATED CONTRACT TERM Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. An extension may be offered based on the best interests of Sourcewell and its members. E. ESTIMATED CONTRACT VALUE AND USAGE Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $600 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed. F. MARKETING PLAN Proposer's sales force will be the primary source of communication with Members. The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Members, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award. G. ADDITIONAL CONSIDERATIONS 1. Contracts will be awarded to Proposers able to best meet the need of Members. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. 2. Proposers should include all relevant information in its proposal. Sourcewell cannot consider information that is not provided in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products. 3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Members. Awards may be based on a subcategory. 4. A Proposer's documented negative past performance with Sourcewell or its Members occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal. III. PRICING A. REQUIREMENTS All proposed pricing must be: Sourcewell RFP #081419 Technology Catalog Solutions Page 5 1. Either Line -Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these: a. Line -item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. 2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Member). However, it is permissible for vendors to sell at a price that is lower than the contracted price; 3. Stated in U.S., and Canadian dollars for Proposers intending to sell in Canada (as applicable); and 4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Member's location). Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal. B. ADMINISTRATIVE FEES Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Members for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative. IV. CONTRACT Proposers awarded a contract will be required to execute a contract with Sourcewell. Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in a proposal being disqualified from further review and evaluation. Sourcewell RFP #081419 Technology Catalog Solutions Page 6 To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit an Exceptions to Terms, Conditions, or Specifications Form, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's response. V. RFP PROCESS A. PRE -PROPOSAL CONFERENCE Sourcewell will hold an optional, non -mandatory pre -proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that requested a copy of this RFP through the Sourcewell Procurement Portal. Pre -proposal conference attendance is optional. B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal. The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions. All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline. C. ADDENDA Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda. Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the time for solicitation closing. If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to Sourcewell RFP #081419 Technology Catalog Solutions Page 7 INCOMPLETE. The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to: i) make any required adjustments to its proposal; ii) acknowledge the addenda; and iii) Ensure the re -submitted proposal is RECEIVED through the Sourcewell Procurement Portal no later than the closing time and date shown in the Solicitation Schedule. D. PROPOSAL SUBMISSION Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Only complete proposals that are timely submitted through the Sourcewell Procurement Portal will be considered. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time. All proposals must be received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time noted in the Solicitation Schedule above. It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The closing time and date is determined by the Sourcewell Procurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues. Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at support@bidsandtenders.ca. To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity. All proposals must be acknowledged digitally by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law. E. GENERAL PROPOSAL REQUIREMENTS Sourcewell RFP #081419 Technology Catalog Solutions Page 8 Proposals must be: • In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected. • Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English. • Valid and irrevocable for ninety (90) days following the Proposal Due Date. Any and all costs incurred in responding to this RFP will be borne by the Proposer. F. PROPOSAL WITHDRAWAL Prior to the proposal deadline, a Proposer may withdraw its proposal. G. OPENING The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule. To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed." The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time. VI. EVALUATION AND AWARD A. EVALUATION It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Members. The award(s) will be limited to the number of offerors that Sourcewell determines is necessary to meet the needs of Sourcewell members. Factors to be considered in determining the number of contracts to be awarded in any category may include the following: • The number of and geographic location of: o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Members' use. o A Proposer's sales and service network to assure availability of product supply and coverage to meet Members' anticipated needs. • Total evaluation scores. • The attributes of Proposers, and their equipment, products, or services, to assist Members achieve environmental and social requirements, preferences, and goals. Sourcewell RFP #081419 Technology Catalog Solutions Page 9 Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product. B. AWARD(S) Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP. Sourcewell may request written clarification of a proposal at any time during the evaluation process. Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal): Conformance to RFP Requirements 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100 Marketing Plan 50 Value Added Attributes 75 Warranty 50 Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400 TOTAL POINTS 1000 C. PROTESTS OF AWARDS Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN 56479. The protest must be received no later than ten (10) calendar days' following Sourcewell's notice of contract award(s) or non -award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must include the following items: • The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number; • A precise statement of the relevant facts; • Identification of the issues to be resolved; • Identification of the legal or factual basis; • Any additional supporting documentation; and • Protest bond in the amount of $20,000. Sourcewell RFP #081419 Technology Catalog Solutions Page 10 Protests that do not address these elements will not be reviewed. D. RIGHTS RESERVED This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected. Sourcewell reserves the right to: • Modify or cancel this RFP at any time; • Reject any and all proposals received; • Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Waive or modify any informalities, irregularities, or inconsistencies in the proposals received; • Discuss any aspect of the proposal with any Proposer and negotiate with more than one Proposer; • Award a contract if only one responsive proposal is received if it is in the best interest of Members; and • Award a contract to one or more Proposers if it is in the best interest of Members. E. DISPOSITION OF PROPOSALS All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell determines that negotiations are complete upon execution of the resulting contract. If the Proposer submits information in response to this RFP that it believes to be trade secret materials, as defined by the Minnesota Government Data Practices Act, Minnesota Statutes Section 13.37, the Proposer must: • Clearly mark all trade secret materials in its proposal at the time the proposal is submitted; • Include a statement with its proposal justifying the trade secret designation for each item; and • Defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless Sourcewell, its agents and employees, from any judgments or damages awarded against Sourcewell in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives Sourcewell's award of a contract. In submitting a proposal to this RFP, the Proposer agrees that this indemnification survives as long as the trade secret materials are in possession of Sourcewell. Sourcewell RFP #081419 Technology Catalog Solutions Page 11 Sourcewell will not consider the prices submitted by the Proposer to be proprietary or trade secret materials. Financial information provided by a Proposer is not considered trade secret under the statutory definition. Sourcewell RFP #081419 Technology Catalog Solutions Page 12 Sourcewell 04" 6/28/2019 Addendum No. 1 Solicitation Number: RFP#081419 Solicitation Name: Technology Catalog Solutions Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: The RFP states that the estimated annual value of all transactions from contracts resulting from this solicitation is USD $600 Million, and that proposers are expected to propose volume pricing. Are you sure that it will be $600M contract value? Answer 1: The RFP anticipated volume is an estimate based on past volumes of similar contracts. It is an estimate only, and no sales or sales volume are guaranteed. Question 2: The RFP requests the proposer to provide a list of products and solutions in the proposer's catalog. Is there a standard template for sharing the catalog contents? Answer 2: The format of the proposal is left to the discretion of the proposer. Each proposer will select its preferred format for communicating its proposed solution for the requested equipment, products, and services, as described in the RFP. End of Addendum Acknowledgement of Addendum One (1) to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on June 28, 2019, is required at the time of proposal submittal. Sourcewell iii 7/15/2019 Addendum No. 2 Solicitation Number: RFP#081419 Solicitation Name: Technology Catalog Solutions Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: RFP Question #57 asks us to "Propose a method of facilitating 'sourced' products or related services which may be referred to as 'open market items." It was our understanding that the RFP is for a full catalog solution, please clarify this question? Answer 1: RFP Question #57allows each proposer to propose the method of facilitating sourced goods that apply to the solutions that the proposer offers, if any. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable. Question 2: For RFP Question #67, is your expectation that re -sellers provide this information as this is typically something a manufacturer would address? Answer 2: RFP Question #67 allows each proposer to describe the proposer's capability to identify third -party issued eco-labels, ratings or certifications for the equipment or products within proposer's catalog, if any. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable. Question 3: For RFP Question #68, please clarify. Is Sourcewell asking how we would manage this coop in addition to others on which we are currently named? Answer 3: RFP Question #68 allows each proposer to describe the proposer's strategy related to the implementation and management of multiple cooperative purchasing contract awards, which may include Sourcewell in the event of an award. To the extent that any question is not applicable to a proposer's solutions, the proposer may state that the question is not applicable. End of Addendum Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/15/2019, is required at the time of proposal submittal. Sourcewell 7/16/2019 Addendum No. 3 Solicitation Number: RFP#081419 Solicitation Name: Technology Catalog Solutions Consider the following Questions and Answers to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: It is our assumption that this RFP is seeking a catalog solution to enable Sourcewell to facilitate electronic shopping for its members, however it is not clear if Sourcewell is seeking a list of discounted solutions from which its members may purchase. Can Sourcewell clarify which options it is looking for with responses? Answer 1: Sourcewell is seeking proposals for the technology needs of Sourcewell and Sourcewell Members, as identified in RFP Section II. B. 1., subsections a. — d., within a proposer's electronic catalog solution. Please refer to RFP Section II. B. for a complete statement of Sourcewell's Requested Equipment, Products, or Services. End of Addendum Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/16/2019, is required at the time of proposal submittal. Sourcewell 7/19/2019 Addendum No. 4 Solicitation Number: RFP#081419 Solicitation Name: Technology Catalog Solutions Consider the following Question and Answer to be part of the above -titled solicitation documents. The remainder of the documents remain unchanged. Question 1: Is "cost plus" pricing acceptable? Answer 1: Refer to RFP Section III. A. - Requirements, for directions applicable to the pricing alternatives. "Cost plus" is not an acceptable method of pricing a proposer's equipment, products, and services. However, "cost plus" is an alternative that a proposer may elect to use, in proposer's discretion, in the identification of costs that are not included in pricing for items such as installation, set up, training, inspection, delivery, etc. Proposals are evaluated based on the criteria stated in the RFP. This Answer 1 supersedes the answer provided orally during the Pre -Proposal Conference held July 18, 2019. End of Addendum Acknowledgement of this Addendum to RFP#081419 distributed via email and posted to the Sourcewell Procurement Portal on 7/19/2019, is required at the time of proposal submittal.