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HomeMy WebLinkAboutContract 58859FORT WORTH CSC No. 58859 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Internet Content Management, Inc. by and through TD Synnex as authorized by National Cooperative Purchasing Alliance Cooperative No. 01-97 ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — ICM Cyber Statement of Work Proposal S.T.-Q-CFW-AS-0004; 3. Exhibit B — National Purchasing Cooperative Alliance TD Synnex 01-97; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on July 21, 2023. City shall be able to renew this agreement for one (1) additional one-year option by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that 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. City shall give Vendor reasonable advance notice of intended audits. 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) OFFICIAL RECORD CITY SECRETARY Cooperative Purchase FT. WORTH, Tx Page 1 of 27 received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: I To VENDOR: City of Fort Worth Internet Content Management, Inc. Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 407 W. Parkway Place, Suite B 200 Texas Street Ridgeland, MS 39157 Fort Worth, TX 76102-6314 Facsimile: N/A Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. 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 the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if 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, 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 the 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 the 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 the 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 REQUIRED BY CITY. Cooperative Purchase Page 2 of 27 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 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 boycott Israel during the term of the Agreement. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Cooperative Purchase Page 3 of 27 Prohibition on Discrimination Against Firearm nd Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. [Signature page follows] Cooperative Purchase Page 4 of 27 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: Vd,- Uk -,- By: Valerie Washington (Feb 13, 202311:49 CST) Name: Valerie Washington Title: Assistant City Manager Date: Feb 13, 2023 APPROVAL RECOMMENDED: RM Name: Kevin Gunn Title: IT Solutions Director � ATTEST: c� oo0o40 *ad a �� 6�0. �e Ovo . °o p� EX000 A`�oOo� ��Uaau'd'O' Name: Jannette Goodall Title: City Secretary VENDOR: Internet Content Management, Inc. By: /z:z'/ T�Q,GttQ6rL Name: Ted Dawson Title: Operations Manager Date: 1 /31 /2023 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 and reporting requirements. By: Jus CraCe(Feb3,202309:58 CST) Name: Justin Grace Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 27 Exhibit A ICM Application Security Services Statement of Work Proposal S.T.-Q-CFW-AS-0004 Cooperative Purchase Page 6 of 27 ICM Application Security Services Consulting Services Statement of Work Proposal — S.T.-Q-CFW-AS-0004 Date of Proposal - 112212023 Date of Expiration - 2/22/2023 Prepared For: Justin Grace City of Fort Worth Justin.Grace@fortworthtexas.g ov 817.392-6671 ICM Cyber 407 West Parkway Place —Suite 8 Ridgeland, Mississippi 39157 www.icmcyber.com FORT WORTH. Cooperative Purchase Page 7 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Table of Contents Page Major Tasks 3 Deliverables 3 Assumptions 4 Project Timeline 4 Project Staffing 6 Limitation of Liability 6 Authorization to Proceed 7 ICM Cyber Overview 8 Copyright 2022 - Internet Content Management Inc. Page 2of11 Cooperative Purchase Page 8 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 ICM Cyber Application Security Consulting Services Proposal Date: 1/22/2023 Expire Date: 2/22/2023 The following Statement of Work ("SOW") summarizes the work effort required to complete the project. The objective of this engagement is to assist The City of Fort Worth with the implementation of ICM Cyber Application Security Consulting Services. Major Tasks • Engagement planning - short term and long-term goals and timelines • Enumerate all applications and servers potentially in scope • Categorize targets based on sensitivity and business criticality • Reduce scope, if necessary, based on categorizations • Prioritize targets based on known vulnerabilities and risk • Perform broad high-level vulnerability assessments and penetration testing, then perform more detailed assessments on select targets, based on risk • Iteratively provide assessment results, remediation advice, and ongoing security consulting to help reduce risk • ICM Cyber will schedule 30 day, 60 day, and 90 day check-up calls, and as needed • ICM Cyber will schedule Annual Health Check • The City of Fort Worth may optionally contract additional services as needed Deliverables • Immediate briefing when any Critical findings are discovered • Assessment findings, including descriptions, risk, and recommendations • External references for understanding and remediating issues identified • Periodic project status reports • Project summary at conclusion of engagement ICM ��/ CYBER Copyright 2022 - Internet Content Management Inc. Page 3of11 Cooperative Purchase Page 9 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Assumptions Proposal Date: 1/22/2023 Expire Date: 2/22/2023 The City of Fort Worth will designate an individual to be the primary point of contact and an individual to be the secondary point of contact. It is critical to the success of this engagement that the company personnel designated maintain consistent contact with us and actively participate in the process. Schedule flexibility will be expected of the departmental representatives, as there will be crucial periods in the implementation process that will require dedicated time. When ICM personnel begin the engagement The City of Fort Worth will provide: • Attendance to the project kick-off, status meetings and working sessions (if applicable) • Timely and appropriate responses to ICM's requests for information • Information and data in the formats specified by ICM that will be needed for agreement on each deliverable • A comprehensive list of targets in scope for the engagement, including applications and servers, along with corresponding URLs and IP addresses • Remote access to target applications and networks, if required • Existing vulnerability assessment/penetration test reports to use for reference while testing other targets (optional) • Approval of a mutually agreed Statement of Work detailing requirements and deliverables The engagement scope, timeline, and fees are based on the following: • The targets provided by The City of Fort Worth • The level of scrutiny desired for these targets, including the type of assessments that will be performed • The level of consulting provided to analyze known vulnerabilities and provide guidance ICM ICYSER Copyright 2022 - Internet Content Management Inc. Page 4 of 11 Cooperative Purchase Page 10 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Project Timeline Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Target dates for the specific activities will be established and agreed to within one week of executed agreement. The Timeline will provide for completion of the project within an estimated 50 business day term including kick off and client production acceptance testing activities. We will notify the City of Fort Worth Project Sponsor promptly if at any time we reasonably believe that the project will not be completed within the Timeline schedule. ICM CYSER V Copyright 2022 - Internet Content Management Inc. Page 5of11 Cooperative Purchase Page 11 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Project Staffing Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Internet Content Management staffing for this project will consist of a Project Manager and a Cyber Security Consultant/Engineer. . Sergio Tovar (Regional Director) will provide oversight during the engagement. He will report directly to the project sponsor for the duration of the engagement. ICM �CYBER Copyright 2022 - Internet Content Management Inc. Page 6of11 Cooperative Purchase Page 12 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Service Fees (See notes 1, 2, and 3 below) Professional Services ICM Discount N MW Price 685250 SYNNEX NOC SERVICES: Block of 50 Days - COFW50DAT-ICM 1 $98,064.52 9 Application Security Services - City of Fort Worth Rate - $1961.30 per day Contract# Pricing is based off NCPA Contract #01-97 Exp 7/31 /2024 Remote Senior Application Security SME Project Management 0 $0.00 Total Services Total $98,064.52 1 - Sales Tax/Use Tax/VAT/GST and any other similar tax (if applicable) is owed by and the responsibility of the Customer whether or not the tax is itemized on the quote or invoiced to the Customer. To exempt purchase from Sales or Use Tax liability, Customer must furnish evidence of a Certificate of Exemption, or similar document, along with the order and in a form satisfactory to ICM. If a taxing authority disallows the exemption provided or determines a Sales Tax/Use Tax/VAT/GST Tax liability exists, Customer agrees to pay ICM Cyber any tax/interest/penalty owed or assessed by the taxing authority at any future date. 2 - Does not include Professional Services. See following page for consulting options. 3 - Includes all credits, rebates, discounts and incentives. 4 - ICM Cyber Services Authorized Pricing is based off TD Synnex NCPA Contract #01-97 Exp 7/31/2024 Optional Services ICM Customer Care - Standard Complimentary - $5,000 Annual Value Coverage for term of subscription 1 Health Check Annually Escalation Service for Forcepoint Support Cases Augmentation of Technical Support Intensive Care Unit Realizing the Value Online Training Courses See attached ICM Offerings Overview for full program details ICM 70 CY9ER $0.00 1 $0.00 Customer Care Investment Total $0.00 Copyright 2022 - Internet Content Management Inc. Page 7of11 Cooperative Purchase Page 13 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 ICM \�CYBER Copyright 2022 — Internet Content Management Inc. Page 8of11 Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Cooperative Purchase Page 14 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Proposal Date: 1/22/2023 Expire Date: 2/22/2023 Billing Terms Technology fees will be invoiced upon acceptance and execution of this agreement. Pre -payment is required before the order is processed. Payment can be made via check, credit card (4% transaction fee will be added to all credit card charges) or ACH transfer. Please make payment arrangements through your ICM Cyber Account Manager. Optional ICM Customer Care and Education Services will be invoiced upon acceptance and execution of this agreement and are due Net 30. All amounts not paid within 30 days after the receipt of the invoice will be past due and subject to a 1-1/2 percent finance charge per month (18% per annum) or the highest amount allowed by law. All products and services are sold under ICM's Terms for Technology Sales located at www.icmcyber.com/notices. Any changes to the posted Terms for Technology Sales must be incorporated into a modified Quote. The Terms for Technology Sales supersede any terms or language inserted in the Purchase Order by the customer. Any conflicting or additional terms in a Purchase Order are deemed null and void. Purchase Orders should be sent to: Kayla Martin at PO@icmcyber.com 888.713.2718 Payments are to be remitted to: Internet Content Management, Inc. P.O. Box 14222 Jackson, Mississippi 39236 ,ICM � 'CYBER Copyright 2022 - Internet Content Management Inc. Page 9of11 Cooperative Purchase Page 15 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 Authorization to Proceed Proposal Date: 1/22/2023 Expire Date: 2/22/2023 By signing this Quote and/or submitting a Purchase Order, I hereby agree that this Quote and the Terms for Technology Sales are the complete, final and exclusive terms and conditions governing the purchase, license and/or use of the above solutions. Further, I agree that I am a representative of City of Fort Worth and am duly authorized to execute this agreement on behalf of my organization. Execution of this agreement requires a signature and a Purchase Order Accepted by: City of Fort Worth Authorized Signature Printed Name Title Accepted by: Internet Content Management, Inc. Authorized Signature Printed Name Ted -Dawson Title Operations Manager ICM � �CYBER Date 12/13/2022 Date Copyright 2022 - Internet Content Management Inc. Page 10 of 11 Cooperative Purchase Page 16 of 27 ICM Application Security Services S.T.-Q-CFW-AS-0004 ICM Cyber Overview ICM Cyber is headquartered in Jackson, MS and has three main focuses: • Assisting our clients with the integration of high -quality security technologies • Helping our clients understand their current risk profile through security assessments • Helping our clients reduce risk by developing sustainable risk mitigation programs Proposal Date: 1/22/2023 Expire Date: 2/22/2023 It is critical that all companies protect their information assets, and we work with all size organizations to solve their information security concerns. Founded in 2001, ICM Cyber is proud to serve over 450 companies throughout North America. Our clients cover the spectrum of industries and range from Small Businesses to the Fortune 500. Cyber Defense Technology & Services The information technology world is constantly evolving, and today's organizational challenges are increasingly focused on the security of computing and information assets. Threat Actors have moved beyond disruptive attacks to architecting breaches that are intended to provide financial gain or promote an activist or terrorist cause. Nation States wage cyber warfare on a daily basis for strategic military or economic gain. Internet Content Management Cyber Defense Services assist organizations with assessing the current -state of their cyber defense stack and transforming that stack to meet the modern threat matrix. Results are achieved through assessment, architecting a plan of defense, optimizing current investments, staff education, and replacement of dated technologies. ��ICM �CYBER Copyright 2022 - Internet Content Management Inc. Page 11 of 11 Cooperative Purchase Page 17 of 27 Exhibit B Internet Content Management, Inc. by and through Synnex Corporation National Cooperative Purchasing Alliance 01-97 Advanced Technology Solutions Aggregator http://www.synnexcorp.com/us/2ovsoly/ncpa/ Cooperative Purchase Page 18 of 27 NCPA Contract #01-97 - Advanced Technology Solutions Aggregator - Terms & Conditions About NCPA NCPA (National Cooperative Purchasing Alliance) is a leading national government purchasing cooperative working to reduce the cost of goods and services by leveraging the purchasing power of public agencies in all 50 states. For more information, go to www.ncoa.us. Who Can Use NCPA's Contracts? There are over 90,000 agencies nationwide from both the public and nonprofit sectors that are eligible to utilize NCPA's cooperative purchasing contracts. These include, but are not limited to the following agency types: • School Districts (including K-12, Charter schools, and Private K-12) • Higher Education (including Universities, Community Colleges, Private Colleges & Technical / Vocational Schools) • Cities, Counties, and any Local Government • State Agencies • Healthcare Organizations • Church/Religious • Nonprofit Corporations State Statutes This contract is accessible nationally to public agencies whose state laws allow for intergovernmental contract use. Click here to view yourstate's laws on cooperative purchasing. Contract Name TD SYNNEX NCPA #01-97 - Advanced Technology Solutions Aggregator Term August 1, 2019 thru July 31, 2024 with no additional optional years. Awarded Manufacturers NCPA Contract #01-97 covers all vendor product lines available at TD SYNNEX. TD SYNNEX and manufacturers' standard commercial certifications/authorizations are required for participation, in addition to any requirements specific to Public Sector or this contract. Freight All deliveries to NCPA members shall be freight prepaid, FOB Destination for CONUS delivery. For authorized Dealers, all standard commercial freight policies will apply. Possible assistance with freight will be determined on a case by case basis. Additional freight costs may apply for OCONUS delivery, white glove, special and expedited delivery requirements. https://www.synnexcorp.com/us/govsolv/ncpa/ Cooperative Purchase Page 19 of 27 NTE (Not -to -Exceed) Contract Pricing • 4% Discount from MSRP applicable to all manufacturing lines, (unless noted in Exceptions below) • 2% Discount from MSRP for the following: • Chromebooks, HP Smartbuys, Lenovo TopSeller Products and all other promotionally priced products. • Manufacturers: APC, Asus, Avaya, Cisco, Crucial, Google, Global Knowledge Training, Microsoft Software, NEC, Netmotion, Seagate, and F5 • 0% Discount for: • Non -Discountable SKUs • Services: Please refer to the Services line card for a complete breakdown of specific costs associated with our services. Please email fieldservices@TDSYNNEX.com with any questions. • Dealer is encouraged to offer additional discounts from the established contract price when possible. Authorized Dealer Program TD SYNNEX offers a Dealer Program that provides select reseller partners the ability to sell to NCPA members using this contract. The Dealer is authorized to invoice the NCPA member and accept payment on behalf of TD SYNNEX, subject to the following requirements: • Dealer must obtain a quote from TD SYNNEX Sales Rep or Team. TD SYNNEX NCPA Team will include the NCPA contract NTE price to the quote. • End -user pricing can NOT exceed the NCPA Contract Price but can be discounted by the Dealer. • Dealer must identify all NCPA quotes and orders to TD SYNNEX. Quotes can be obtained at NCPA@TDSYNNEX.com. • Both the End -user and Dealer POs should reference the NCPA Contract number (NCPA 01-97). Dealer is responsible for maintaining a copy of these POs for audit purposes for up to 3 years following the date of that sale. • Reseller must have a current account in good standing at TD SYNNEX and signed Dealer Agreement. To participate, please send request to NCPA@TDSYNNEX.com. • TD SYNNEX and manufacturers' standard commercial certifications/authorizations are required for participation. Cooperative Purchase Page 20 of 27 Tab 2 - NCPA Administration Agreement This Administration Agreement is made as of August 1, 2019 . by and between National Cooperative Purchasing Alliance ("NCPA") and SYNNEX Corporation ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated August 1. 2019 referenced as Contract Number 01-97 , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the "Master Agreement"), for the purchase of Advanced Technology Solutions Aggregator; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement, WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement, WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: ♦ General Terms and Conditions ➢ The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. ➢ NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. ➢ Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. ➢ NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. ➢ With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re -marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region Cooperative Purchase Page 21 of 27 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. ➢ The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made parry to any claim for breach of such agreement. ♦ Term of Agreement ➢ This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. ♦ Fees and Reporting ➢ The awarded vendor shall electronically provide NCPA with a detailed monthly or quarterly report showing the dollar volume of all sales under the contract for the previous month or quarter. Reports shall be sent via e-mail to NCPA offices at reporting@ncpa.us. Reports are due on the fifteenth (15�h) day after the close of the previous month or quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ➢ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales ThrouEh Contract Administrative Fee 0 - $30,000,000 2% $30,000,001- $50,000,000 1.5% $50,000,001+ 1% Cooperative Purchase Page 22 of 27 ➢ Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA's costs and expenses for such audit. ♦ General Provisions ➢ This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. ➢ Awarded vendor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor must have prior approval from NCPA. ➢ If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. ➢ Neither this Agreement nor any rights or obligations hereunder shall be assignable by Vendor without prior written consent of NCPA, provided, however, that the Vendor may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. ➢ This Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder ➢ All written communications given hereunder shall be delivered to the addresses as set forth below. SYNNEX Corporation National Cooperative Purchasing Alliance: Vendor: Daniel Brennan Name: Matthew Mackel Name: Vice President & Senior Counsel Title: Director, Business Development Title: Address: PO Box 701273 Address: Houston, TX 701273 Signature: E-SIGNED by Daniel Brennan on 2019-08-09 08:32:24 EST Signature: Date: August 1. 2019 Date: August 09, 2019 Cooperative Purchase Page 23 of 27 Region XIV Education Service Center 1850 Highway 351 Abilene, TX 79601-4750 325-675-8600 FAX 325-675-8659 Wednesday, September 1", 2021 SYNNEX Corporation ATTN: Daniel T. Brennan 39 Pelham Ridge Drive Greenville, SC 29615 Re: Annual Renewal of NCPA contract #01-97 Dear David: Region XIV Education Service Center is happy to announce that SYNNEX Corporation has been awarded an annual contract renewal for Advanced Technology Solutions Aggregator based on the proposal submitted to Region XIV ESC. The contract will expire on July 311% 2024, completing the fifth year of a possible five-year term. If your company is not in agreement, please contact me immediately. If you have any questions or concerns, feel free to contact me at 325-675-8600. Sincerely, Shane Fields Region XIV, Executive Director Cooperative Purchase Page 24 of 27 TD SYNNEX January 20, 2023 Re: TD SYNNEX Corporation Relationship with Internet Content Management, Inc. — NCPA 01-97 To Whom It May Concern: TD SYNNEX Corporation ("TD SYNNEX") is submitting this letter to confirm its relationship with Internet Content Management, Inc. TD SYNNEX is a publicly traded corporation (NYSE: SNX). This letter will confirm that Internet Content Management, Inc. is authorized to purchase approved products from TD SYNNEX's line card, including, reseller based services, and has the authority to resell such products to any end user in the United States. Internet Content Management, Inc. however, may not be authorized for all vendors/products on TD SYNNErs line card. The information in this letter is current as of the date hereof only. The statements included in this letter are based upon information known to TD SYNNEX as of the date of this letter and TD SYNNEX assumes no obligation to update the information contained in this letter. Please feel free to contact the undersigned if you have any questions or concerns. Sincerely, Randy Finley Senior Director Public Sector Business Development TD SYNNEX Corporation 39 Pelham Ridge Drive Greenville, South Carolina 29615 (510) 402-7058 randyfi@synnex.com Cooperative Purchase Page 25 of 27 Exhibit C 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. OFFICEUSEONLY 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. jJ Name of vendor who has a business relationship with local governmental entity. Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated El 2 completed questionnaire with the appropriate filing authority not later than the 71h 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. 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 CIO 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 F-1 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? Yes E-1 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. s Check this box if the vendor has given the local government officer or afamily 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 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 Cooperative Purchase Page 26 of 27 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.leg is.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) thevendor: (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 11130/2015 Cooperative Purchase Page 27 of 27