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HomeMy WebLinkAboutContract 53772-A1 CSC No. 53772-A1 idE�Ei4iED FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 53772 2020 glyOFFORTWORTH This First Amendment to Fort Worth City Secretary Contract No. 53772 ("First CIVSEC"'A"Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation, acting herein by and through Dana Burghdoff, its duly authorized Assistant City Manager and Carahsoft Technology Corporation ("Carahsoft"), acting herein through Kristina Smith, its duly authorized Director of Contracts. WHEREAS, Fort Worth and Carahsoft entered into an Agreement identified as Fort Worth City Secretary Contract No. 53772 ("Agreement") for a period of one year beginning January 10, 2020; and WHEREAS, it is the collective desire of both Fort Worth and Carahsoft to amend the Agreement by adding an additional $85,341.00 for network enhancements utilizing SecureWorks products and services for the City of Fort Worth network. NOW THEREFORE,known by all these present,Fort Worth and Carahsoft, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: 1. Paragraph 1 of the Network Access Agreement shall be replaced in its entirety with the following: 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide enterprise security event monitoring, intrusion prevention,firewall management, vulnerability scanning, threat intelligence,SecureWorks appliance subscriptions, monitored server and network infrastructure, and MSS enterprise activation and installation services. In order to provide the necessary support, Vendor needs access to the City network and the Water utility network. 2. Schedule C of the Agreement is hereby amended by adding the following additional products: Line Part No. Description Quote Qty Extended No. Price Price 1 SEM- Security Event Monitoring:Next-Generation $755.56 OM 35 $26,444.60 MNGFW-S- Firewall:Standalone:Extra Small:20 or More 01-0020 Devices SecureWorks,Inc-SEM-MNGFW-S-01-0020 2 SEM- Security Event Monitoring:Next-Generation $11,866.67 OM 2 $23,733.34 MNGFW-HA- 04-0005 Firewall: HA Pair:Large: 1 to 5 HA Pairs SecureWorks,Inc-SEM-MNGFW-HA-04- 0005 3 SEM- Security Event Monitoring:Next-Generation $6,177.78 OM 1 _ ��$6,177.78 MNGFW-HA- 02-0005 Firewall:HA Pair:Small: 1 to 5 HA Pairs OFFICIAL RECORD First Amendment to Fort Worth City Secretary Contract No.53772 OFFICIAL SECRETARY CIT F`I b WORTK U SecureWorks,Inc-SEM-MNGFW-HA-02- 0005 4 SM-RC-00020 Monitored Server and Network Infrastructure $16,622.22 OM 1 $16,622.22 w Red Cloak:up to 20 Devices SecureWorks,Inc-SM-RC-00020 5 SM-RC- Monitored Server and Network Infrastructure $3,555.56 OM 1 $3,555.56 AZURE- w Red 00005 Cloak:Azure:up to 5 Devices SecureWorks,Inc-SM-RC-AZURE-00005 6 DS-SUB-LC- SecureWorks Appliance Subscription:Virtual $1,462.50 OM 3 $4,387.50 VMWARE LogCollector:Vmware SecureWorks,Inc-DS-SUB-LC-VMWARE 7 DS-SUB-CTA- SecureWorks Appliance Subscription:Virtual $1,462.50 OM 1 $1,462.50 AZURE-03 Counter Threat Appliance:Azure:Mad SecureWorks,Inc-DS-SUB-CTA-AZURE-03 8 DS-SUB-CTA- SecureWorks Appliance Subscription:Virtual $1,462.50 OM 1 $1,462.50 VMWARE Counter Threat Appliance SecureWorks,Inc-DS-SUB-CTA-VMWARE 9 MSS-SetUp MSS Enterprise Activation and Installation $1,495.00 OM 1 $1,495.00 SecureWorks,Inc-MSS-SetUp SUBTOTAL: $85,341.00 3. All other terms,provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. First Amendment to Fort Worth City Secretary Contract No.53772 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and Dana Bur.,h -"r administration of this contract, including By: Dana Burghdoff un 8,202014:31 CDT) ensuring all performance and reporting Name: Dana Burghdoff requirements. Title: Assistant City Manager Date: Jun 8,2020 Rabba Plunk Bubba Plunk(Jun 1,202011:57 CDT) By: Approval Recommended: Name: Bubba Plunk Title: IT Manager, Water Department V/L/-P �g�U'Uakg//- Approved as to Form and Legality: By: Christopher H rder(Jun 5,202011:20 CDT) Name: Chris Harder Title: Director, Water Department By: JB Strong(Jun ,202013:49 CDT) Attest: Name: John B. Strong Title: Assistant City Attorney Q ,, �l/�.' A, .� Contract Authorization: By: ?'!��, M&C: No M&C Name: Mary Kayser : Title: City Secretary VENDOR: Carahsoft Technologies Corporation Ar"ie a.13MI& By: Name: Kristina Smith Title: Director of Contracts Date: Jun 1,2020 OFFICIAL. RECOR CITY SECRETARY FT WORTH, VW First Amendment to Fort Worth City Secretary Contract No. 53772 Background Information for Carahsoft Amendment One to CSC 53772 CITY SECRETARY CONTRACT No. 5 3 7 7 2,. FORTWORTH gR 2 7 2020 CIOof v R�ppYH RECEIVED APR -3 2020 CITYOFFORTWORTH CITY OF FORT WORTH MYSECRETARY COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and CarahSoft Technology Corporation a Virginia Corporation ("Vendor") to purchase enterprise security monitoring, intrusion prevention, firewall management, vulnerability scanning and threat intelligence services under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents") which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement"); 2. Schedule B —Carahsoft Technology Corp DIR-TSO-4288 ("Cooperative Contract"); 3. Schedule C—Vendor's Quote; 4. Schedule D—Conflict of Interest Questionnaire; and 5. Schedule E—Network Access Agreement. Schedules A, B, C, D and E which are attached hereto and incorporated herein, are made a part of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement and the Cooperative Contract, then the Fort Worth Agreement shall control, but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed one dollar and zero cents ($1.00)per year. The Coop Purchase shall become effective on January 10, 2020 (the "Effective Date") and shall expire January 9, 2021 (1) year after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for three (3) additional one-year terms at the City's option, each a"Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page folloivs) OFFMAL RECORD "z jril Cooperative Purchase — r Executed effective as of the date signed by the Assistant City Manager below. CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance By: and reporting requirements. Name: Dana Burghd Title: �rAssistant City anager /� n Date: Z ZO By: 7 - Name: Verlon Plunk APPROVAL RECOMMENDED: Title: IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: By: "Director, NamTitle: Water Department By: Name:lhn KB. Strong ATTEST: Title: Assistant City Attorney i CONTRACT„AUTHQRIZATION: M&C: I JR By: s `�� �� �I:°' Date Approved: Name: Mai ' , Title: City Secrdtary e' — '., orm 1295 Certification No.: s VEND OR: CARAIISOFT TECHNOLOGY CORP. By: Name: I-ristina.Smith Title: Director of Contracts Date: 3-5-2020 OFFICIAL RECORD CITY SECRETARY FT WORTH TIC i Schedule A City of Fort Worth Terms and Conditions Cooperative Purchase Schedule A City of Fort North Terms and Conditions 1. Termination. 1.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach.If either party commits a material breach of this Agreement,the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding_Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder,Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information.The City acknowledges that Vendor may use products,materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Cooperative Purchase 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat szperior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. Cooperative Purchase 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY-VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR,ITS OFFICERS,AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications,methods,ways,and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 5.3.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees,any claim or action against the City for infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Cooperative Purchase Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Vendor shall, at its own expense and as City's sole remedy,either:(a)procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c) replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply.The Vendor shall provide the City with a fully executed copy of any such subcontract. 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. Cooperative Purchase 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles,with a combined limit of not less than$1,000,000 per occurrence. 7.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and $t,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors & Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include,but not be limited to,the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud,Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement,including infringement of patent,copyright,trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an Cooperative Purchase endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver-of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws Ordinances Rules and Regulations. Vendor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances,rules or regulations,Vendor shall immediately desist from and correct the violation. Cooperative Purchase 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Carahsoft Technology Group Attn: Assistant City Manager Attn: Kristina Smith 200 Texas Street 11493 Sunset Hills Road, Ste 100 Fort Worth TX 76102 Reston,Virginia 20190 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ,whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Cooperative Purchase 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other sunilar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference,contains the entire understanding and agreement between the City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together- constitute one and the same instrument.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires Cooperative Purchase access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Forth(I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS,OR LICENSEES.City,upon written notice to Vendor,shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email, mail,phone conference, in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however,the parties shall share equally in the costs of the mediation.If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel" and"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not Cooperative Purchase boycott Israel during the term of the Agreement. 27. Reporting Requirements. 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high- speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing, storage, or communication facilities that are connected or related to the device. 27.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware, and maintenance services. 27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer,if known,and as permitted by law.Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. Cooperative Purchase Schedule B Department of Information Resources Cooperative Contract Carahsoft Technology Corp, DIR-TSO-41288 Cooperative Purchase Schedule B Department of Information Resources Cooperative Contract Carahsoft Technology Corp,DIR-TSO-4288 DIR Page https:Hdir texas gov/View-Search/Contracts-Detail.aspx?contractnumber=DIR-TSO-4288 DIR-TSO-4288 Contract PDF (175.921,CB) https:Hpubext dir texas ,gov/portal/internal/contracts-and-services/Contracts/DIR-TSO-4288%20Contract.pdf DIR-TSO-4288 Appendix A Standard Terms and Conditions PDF (369.511,CB) https•//pubext dir texas gov/portal/intemal/contracts-and-services/Contracts/DIR-TSO- 428 8%20Appendix%20A%20 Standard%20Terms%20and%20Conditions.pdf DIR-TSO-4288 Appendix B HUB Subcontracting Plan (Approved on 1-29-2020)PDF (1.21MB) https•//pubext dir texas gov/portal/inteinal/contracts-and-services/Contracts/DIR-TSO- 428 8%20Appendix%20B%20HUB%20Subcontracting%20Plan%20(Approved%20on%201-29-2020).pdf DIR-TSO-4288 Appendix C Pricing Index(per Amendment 2)PDF (73.39KB) https:Hpubext dir texas gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 428 8%20Appendix%20C%20Pricing%201ndex%20(per%20Amendment%202).pdf DIR-TSO-4288 Appendix D Secureworks End User License Agreement(per Amendment 1)PDF (167.71,CB) https:Hpubext dir texas gov/.portal/intemal/contracts-and-services/Contracts/DIR-TSO- 42 88%20Appendix%2OD%20 S ecureworks%20End%20User%20License%20AQreement%20(per%20Amendment %201). df DIR-TSO-4288 Amendment 1 PDF (133.72KB) https•//ptibext dir texas gov/portal/internal/contracts-and-services/Contracts/DIR-TSO- 428 8%20Amendment%201.pdf DIR-TSO-4288 Amendment 2 PDF (127.34KB) https•//pubext dir texas gov/portaUintemal/contracts-and-services/Contracts/DIR-TSO- 428 8%20Amendment%202.pdf DIR-TSO-TMP-416 RFO Software Products and Services PDF (2.39MB) https•//pubext dir texas grow/portal/internal/contracts-and-services/Contracts/DIR-TSO-TMP- 416%20RFO%20 Software%20Products%20and%20Services.pdf Cooperative Purchase Schedule C Quotes Cooperative Purchase CARAHSOFT TECHNOLOGY CORP Secureworks C rah ` . 11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190 PHONE(703)871-8500 1 FAX(703)871-8505 ( TOLL FREE(888)66CARAH WWW.CARAHSOFT.COM SALES@CARAHSOFT.COM TO: Charmaine Salone FROM: Ricardo DeAsis IT Business Systems Coordinator Carahsoft Technology Corp. City of Fort Worth Water Department 11493 Sunset Hills Road 1000 Throckmonton St Suite 100 Fort Worth,TX 76102 USA Reston,Virginia 20190 EMAIL: charmaine.salone@fortworthgov.org EMAIL: Ricardo.DeAsis@carahsoft,corn PHONE: (817)392-6629 PHONE: (703)921-4093 FAX: (703)871-8505 TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 17195476 Expiration Date:February21,2025 QUOTE DATE: 02/07/2020 FTIN:52-2189693 QUOTE EXPIRES: 03/08/2020 Shipping Point:FOB Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX SHIPPING: GROUND Remit To:Same as Above Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $0.00 Texas VID#:1522189693700 Sales Tax May Apply TOTAL QUOTE: $0.00 LINE NO. PART NO. DESCRIPTION QUOTE PRICE CITY EXTENDED PRICE 1 SEM-MFW-S-04- Security Event Monitoring:Firewall:Standalone: $5,934.07 TX DIR 4 $0.00 0005 Large:1 to 5 Devices SecureWorks,Inc-SEM-MFW-S-04-0005 Start Date:01/10/2020 End Date:01/0912021 2 SEM-MNGFW-HA- Security Event Monitoring:Next-Generation $11,736.26 TX DIR 2 $0.00 04-0005 Firewall:HA Pair:Large:1 to 5 HA Pairs SecureWorks,Inc-SEM-MNGFW-HA-04-0005 Start Date:01/10/2020 End Date:01/09/2021 3 TI-Al-SP-03 Threat Intelligence:Standard Plus:3 Seats $8,791.21 TX DIR 1 $0.00 SecureWorks,Inc-TI-Al-SP-03 Start Date:01/10/2020 End Date:01/09/2021 SUBTOTAL: $0.00 TOTAL PRICE: $0.00 TOTAL QUOTE: $0.00 *There is a zero dollar balance for this order as it will be paid for with existing credits* n,in= nA-rE:, n-)imhmn Schedule D Conflict of Interest Questionnaire Cooperative Purchase CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. Carahsoft Technology Corporation 2 ❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an update completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/a Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes D No B, Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? ElYes ❑ No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/a s ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 �'� ❑� 3-5-2020 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference,below are some of the sections cited on this form. Local Government Code&176.001(1-a):"Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code$176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Schedule E Network Access Agreement Cooperative Purchase Schedule E NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth("City"), a home rule municipal corporation with its principal location at 200 Texas Street, Fort Worth,Texas 76102,organized under the laws of the State of Texas and Carahsoft a Virginia corporation with its principal location at 11493 Sunset Hills Road, Suite 100,Reston,Virginia 20190 ("Vendor"). 1. The Network.The City owns and operates a computing environment and network(collectively the "Network").Vendor wishes to access the City's network in order to provide enterprise security monitoring,intrusion prevention, firewall management, vulnerability scanning and threat intelligence services. In order to provide the necessary support,Vendor needs access to the Water Department network. 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing enterprise security monitoring, intrusion prevention, firewall management, vulnerability scanning and threat intelligence services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials.The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then,this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise,access rights will automatically expire one(1)year from the date of this Agreement("Expiration Date"). ® Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK#. If there is no Contract or PSK#,this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Cooperative Purchase Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement,Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use.Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network,including but not limited to,theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S)OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS AND/OR EMPLOYEES. VENDOR,AT VENDOR'S OWN COST OR EXPENSE,HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER Cooperative Purchase ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives,agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City.Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Rij4ht to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three(3)years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents,papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assi2nment.Vendor may not assign or in any way transfer any of its interest in this Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void. Cooperative Purchase 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy,fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law/ Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Cooperative Purchase Executed effective as of the date signed by the Assistant City Manager below. CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance By: and reporting requirements. Name: Dana Burgh Title: �Assi an/t City Manager Date: /Z�1 � By: _ Name: Verlon Plunk APPROVAL RECOMMENDED: Title: IT Manager, Water Department APPROVED AS TO FORM AND LEGALITY: By: NarDirector, s Ha r Titl Water Department By: Name: hn B. -on ATTEST: Title: Assistant Ci Attorney CONTRACT AUTHORIZATION: 0 r . k} M&C: :: C) By; ,: �; Date Approved: Name: ary K 1' Title: City Secretary .a ;: 'Form 1295 Certification No.: ' -VENDOR: CARAHSOFT TECHNOLOGY CORP. By: Allzd,� 1�7m-z. Name: Kristina Smith Title: Director of Contracts Date: 3-5-2020 Cooperative Purchase Page 26 of 26