COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF AVONDALE AND SHI INTERNATIONAL CORP. THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of November 5, 2018, between the City of Avondale, an Arizona municipal corporation (the “City”), and SHI International Corp., a New Jersey corporation (the “Contractor”). RECITALS A. After a competitive procurement process, the City of Mesa, Arizona (“Mesa”), on behalf of the National Intergovernmental Purchasing Alliance Company, entered into Master Agreement No. 2018011, dated March 1, 2018, as amended by Amendment Number 1, dated August 7, 2018 (collectively, the “Master Agreement”), for the Contractor to provide information technology solutions and services. A copy of the Master Agreement is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The City is permitted, pursuant to Section 25-24 of the City Code, to purchase such materials and services under the Master Agreement, at its discretion and with the agreement of the awarded Contractor, and pursuant to Section 25-8 of the City Code, this expenditure is eligible for administrative award. For the avoidance of doubt, the City may, from time to time, purchase Products (as defined in the Master Agreement) from Contractor, subject to the terms and conditions of the Master Agreement. C. The City and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the Master Agreement and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the City with information technology solutions and services, as more particularly set forth in Section 2 below on an “as-required” basis (the “Materials and Services”) and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Contractor hereby agree as follows: 1. Term of Agreement. 1.1 Initial Term. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until February 28, 2019 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the Master Agreement. 3370037.2 1.2 Renewal Terms. After the expiration of the Initial Term, this Agreement may automatically renew for up to four successive one-year terms (each, a “Renewal Term”) so long as the Master Agreement has not been terminated and subject to availability and appropriation of funds for renewal in each subsequent year, unless the Contractor notifies the City in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent Renewal Term unless the Contractor notifies the City in writing of any rate increase and the City approves the increase with an authorized signature, prior to the end of the then-current term. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 1.3 Non-Default. By consenting to a Renewal Term, Contractor shall be deemed to affirmatively assert that (i) the City is not currently in default, nor has been in default at any time prior to the Renewal Term, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the commencement date of the Renewal Term are forever waived. 2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for Materials and Services under the terms and conditions of the Master Agreement. The City does not guarantee any minimum or maximum number of purchases will be made pursuant to this Agreement. Purchases will only be made when the City identifies a need and proper authorization and documentation have been approved. For purchase(s) determined by the City to be appropriate for this Agreement, the Contractor shall provide the Materials and Services to the City in such quantities and configurations agreed upon between the parties, in a written invoice, quote, work order or other form of written agreement describing the work to be completed (each, a “Work Order”). Each Work Order shall (i) contain a reference to this Agreement and the Master Agreement and (ii) be attached hereto as Exhibit B and incorporated herein by reference. Work Orders submitted without referencing this Agreement and the Master Agreement will be subject to rejection. Contractor acknowledges and agrees that Work Order(s) containing unauthorized exceptions, conditions, limitations, or provisions in conflict with the terms of this Agreement (collectively, the “Unauthorized Conditions”), other than City’s project-specific requirements, are hereby expressly declared void and shall be of no force and effect. Acceptance by the City of any Work Order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the Master Agreement shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. If the Agreement is renewed pursuant to Subsection 1.2 above and such renewal includes any Unauthorized Conditions, other than price, those terms will be null and void. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the City. Materials failing to conform to the requirements of this Agreement and/or the Master Agreement will be held at Contractor’s risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-conforming Materials or Services, the City may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Service into compliance at no additional charge to the City. 3370037.2 2 2.2 Cancellation. The City reserves the right to cancel Work Orders within a reasonable period of time after issuance. Should a Work Order be canceled, the City agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the Work Order. The City will not reimburse the Contractor for any costs incurred after receipt of City notice of cancellation, or for lost profits, shipment of product prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The City shall pay Contractor for the Initial Term and for each subsequent Renewal Term, if any, an annual amount not to exceed $975,000.00 for Materials and Services at the unit rates set forth in the Master Agreement. The maximum aggregate amount for this Agreement, including all Renewal Terms, shall not exceed $4,875,000.00. 4. Payments. The City shall pay the Contractor monthly, based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Master Agreement and (ii) document and itemize all work completed to date. The invoice statement shall include a record of Materials delivered, time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the Master Agreement will be subject to rejection and may be returned. With respect to resale of Products from Contractor to the City, the City shall remit payment within 30 days upon delivery and receipt of a valid invoice. 5. Safety Plan. Contractor shall provide the Services in accordance with a safety plan that is compliant with Occupational Safety and Health Administration, American National Standards Institute and National Institute for Occupational Safety and Health standards. If, in the Contractor’s sole determination, the Services to be provided do not require a safety plan, Contractor shall notify the City, in writing, describing the reasons a safety plan is unnecessary. The City reserves the right to request a safety plan following such notification. 6. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended