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Contract 52865
CITY SECRETARY FORT WORTH CONTRACT NO._ CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Future Com, LTD, a Texas Limited Partnership ("Vendor")to purchase network equipment and software upgrades under a cooperative agreement. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Terms and Conditions; 2. Schedule B—Scope of Service; and 3. Schedule C—The Interlocal Purchasing System Cooperative Agreement No.180306 Schedules A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of a conflict between Schedule A — Terms and Conditions and Schedule C — The Interlocal Purchasing System Cooperative Agreement No.180306,then Schedule A—Terms and Conditions shall control, but only to the extent allowable under The Interlocal Purchasing System Cooperative Agreement No.180306. The maximum amount to be paid to the Seller for all services performed and goods purchased hereunder shall not exceed Seven Hundred Thirteen Thousand Dollars and 00/100 ($713,000.00)per year. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and bind the respective Seller. Seller and Buyer have caused this Coop Purchase to be executed by their duly authorized representatives to be effective as of the date signed below. RECEIVj✓DEFT. 1��a1� RECOR® OCT-2 2019 Y SECRETARY CITY OE FORT WORTH ORTH,TX CITYSECRETARY ACCEPTED AND AGREED: CITY: 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 equireme s Name: 4Assistant Title: Manager Date: f 0 /7,P By: Name: Alex Varghese APPROVAL RECOMMENDED: Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: , Ci 2 (5 e: Roger Wright 1 Title: Director, IT Solutions By: Name: J B. Strong Title: ssistant City Atto ey ATTEST: CONTRACT AUTHO ZATION: M&C: 19-0129 Date Approved: 09/10/2019 By: f Name: Mary J Kays ,, 1295 Form No. 2019-528030 Title: City Secretary U S VENDOR: �AS Future Com, LTD Mark Digitally signed by Mark Williamson B Williamson OSOOz019.09.1909:40:43 y� Name: Mark Williamson Title: CFO Date: 09/19/2019 f FICIAL RECO4D1'4f SECRF�ART, WORTH,T Schedule A CITY OF FORT WORTH,TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and sub-vendors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services, its officers, agents, servants, employees,vendors and sub-vendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth(the"City")may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information,the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office(the"AG") regarding reasons the Seller believes that its information may not lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be released without penalty to the City. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,materials, supplies or services,except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall there by forfeit his office or position. Any violation of this section with the knowledge, expressed or implied,of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the Buyer or its officers, agents, servants,vendors or sub-vendors who act on behalf of various City departments,bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2),or(3). In the case of emergencies,the Buyer's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment. 6.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container,shall be clearly and permanently marked as follows:(a)Seller's name and address:(b)Consignee's name, address and purchase order or purchase change order number; (c)Container number and total number of containers,e.g.,box 1 of 4 boxes; and(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation,and no ter der of a bill of lading will operate as a tender of goods. 8.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Bu er actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptce of the goods. 9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B.Destination,Freight Prepaid and Allowed,unless delivery terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs,whichever is lower, if the quoted delivery terms do not include transportation costs;provided,Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 10.0 PLACE OF DELIVERY The place of delivery shall be set forth in the"Ship to" block of the pu base order,purchase change order, or release order. 11.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 12.0 INVOICES 12.1 Seller shall submit separate invoices in duplicate,on each purchue order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number.Invoices shall be itemized and transportation charges,if any, shall be listed separately.A copy of the bill of lading and the freight waybill,when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order,purchase change order or release order entitled"Ship to."Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.0 PRICE WARRANTY 13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's proposals., 13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business.For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee,or otherwise to recover the full amount thereof. 14.0 PRODUCT WARRANTY Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,and the sample(s)furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 15.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act(OSHA)of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer in writing and received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 16.0 SOFTWARE LICENSE TO SELLER 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 The SELLER warrants that all Deliverables, except for third party manufactures products and services resold to the City and governed by the manufactures licenses, support,maintenance or services agreements between the City and manufacturer, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes(in this Section 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. 17.2 SELLER 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. 17.3 SELLER agrees to indemnify,defend, settle,or pay, at its own c st and expense, including the payment of attorney's fees,any claim or action against the City for infringem;nt 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 SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, SELLER 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 SELLER 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 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, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER 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 SELLER'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, SELLER 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 SELLER,terminate this Agreement,and refund all amounts paid to SELLER by the City,subsequent to which termination. City may seek any and all remedies available to City under law. 18.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations,reports,memoran a,letters,ideas,processes,methods, programs,and manuals that were developed,prepared,conceived,ma a or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the"Work Product")and Seller acknowledges that such Work Product may be considered"work(s)made for hire"and will be and remain the exclusive property of the City. To the extent that the Work Product,under applicable law, may not be considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers,gr ts, conveys,and assigns exclusively to Buyer,all rights,title and ownership interests, including copyright, wh;nch Seller may have in any Work Product or any tangible media embodying such Work Product,without the nec�ssity of any further consideration,and Buyer shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 19.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the"Network"). If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder,and the Seller is required to utilize the Internet, Intranet,email, City database,or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 20.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which Buyer may have in law or equity. 21.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer before the delivery performance of the work or delivery of the purchased goods to the Buyer, with or without cause, at any time upon the delivery to Seller of a written"Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 22.0 ASSIGNMENT/DELEGATION No interest, obligation or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer,all documents, as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to,Articles of Incorporation and related amendments,Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision.If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties,fees or interest resulting therefrom. 23.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 24.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise,the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents published by the Buyer and Seller's Response to such proposal (the"contract documents"). This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement.No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code(UCC)is used in this Agreement,the definition contained in the UCC shall control. In the event of a conflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions,the Buyer' published proposal documents and the Seller's response.If Buyer and Seller have otherwise negotiated a con�ract,this Agreement shall not apply. 26.0 APPLICABLE LAW/VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or"UCC"is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas.Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth,Tarrant County,Texas. This contract shall be governed construed and enforced under the laws of the State of Texas. 27.0 INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent Contractor(s)and not as an officer,agent, servant or employee of Buyer. Seller shall have exclusive control of,and the exclusive right tq control,the details of its operations hereunder, and all persons performing same,and shall be solely responsible for the acts and omissions of its officers,agents,employees,vendors and sub-vendors. The doctrine of respondeat superior shall not apply as between Buyer and Seller,its officers,agents,employees,vendors and sub-vendors.Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,employees, vendors and sub-vendors. 28.0 LIABILITY AND INDEMNIFICATION. 28.1 LIABILITY-SELLER 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 SELLER,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. CITY AGREES THAT RESELLER SHALL HAVE NO LIABILITY TO CITY FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY WORK PRODUCT,EVEN IF RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH THE EXCEPTION OF DIRECT DAMAGES TO CITY RESULTING FROM RESELLER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN NO EVENT SHALL RESELLER BE LIABLE FOR ANY DAMAGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVIC S IN EXCESS OF THE AMOUNTS PAID BY CITY HEREUNDER. 28.2 INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY(ALSO REFERRED TO AS BUYER),ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR 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 OFSELLER,ITS OFFICERS,AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 29.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30.0 FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three (3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have been delivered three(3) business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached, addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,notice is considered received upon delivery. 32.0 NON-DISCRIMINATION This contract is made and entered into with reference specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth(1986), as amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents, vendors or sub-vendors, have fully complied with all provisions of same and that no employee,participant, applicant, Contractor(s)or sub-Contractor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or sub-vendors herein. 33.0 IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(INA) which includes provisions addressing employment eligibility, employment verification,and nondiscrimination. Vendor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall complete the Employment Eligibility Verification Form(I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 34.0 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense,for all licenses,permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35.0 RIGHT TO AUDIT Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three(3)years after final payment under this contract,and at no additional cost to Buyer, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer shall have access, during normal working hours, to all necessary Seller facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits, but no less than ten(10)business days. 36.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990(ADA), Seller warrants that it and any and all of its sub-vendors will not unlawfully discriminate on the basis of disability in the provision of services to general public,nor in the availability,terms an d/or conditions of employment for applicants for employment with, or employees of Seller or any of its sub-vendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal,state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or sub-vendors against Buyer arising out of Seller's and/or its sub-vendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37.0 DISPUTE RESOLUTION If either Buyer or Seller 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 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 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. 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. 38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the 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 contract, Seller certifies that Seller's signature provides written verification to the City that Seller: does not boycott Israel; and(2)will not boycott Israel during the term of the contract. Revised August 31,2017 Schedule B Scope of Services Qum Name Am"305 Refresh Part Two 0i) Co-opConrail/ TIPO180308 Fu-tureCom Cybersem ityDelivert:d.. Confidential Quotation for Contact Narr.e Bobby lee Qmne Number 00279M Account Name City of Fat Wbirilr Crated Date 94=19 Account Address 200 Tees St Prepared By Misty Muriga Fart Worth.TX USA.76102 Email neisty.muniga@icltd.net Expiration Date 9AOMIS Phone (SM 392,2310 Ema7 bobby e DescMbw Sales Price Per Uri* Ext Sales Prce f.$) 155 1 JX939A Ameba AP305 Dual2x2r-W SM.tlac AP $401,50 $92.23250 Payment Teens Net 30 Shipping arnd $350.00 Handing Grand Total f62.582.50 Future Cam and Quote Terms Irdarmation Cash price,as a carvemence to you.,we accept select credit cads Purchase b Met'•F rr,ment subject to a conveinience tee.At sales am made FOB Or our. •Terms subject lo credit approval.i600 min mum arnounL Thank you for this opponundy to subri t our quctalion Past due amounts a w interest daily. for your reviser.We hope to be favored by your order. •Quantity.Part 0.Product.Price Upon execution thereof,the order sho ld be made out to Fulme •PO Number.PD Date,Payment Terms Gem and emai ed or tamed to the iolowing: •Shipp.Bill-to addresses.Phone is.Contacts •Signature of aLdhorized agent Ed place for signabse) Far 817-610-1159 •Applicable Salts Taxrrax Ewe*D t Email:orders .net •Minimum shipping is$35.D0 •Restocking tee is 15% Toll Free:8B8-710.5250 Purchaser acknowledges that the use of any manufaemnars TIPS requires re¢stratipn as a member b purchase oft 1ha eonbart hardware.software.support maintenance and or servgoes requires This can easily be done at the following localion. the acceptance and compiance with that manufactures license. htbslJrww_cos usa�®aarr orhssin support maintenance and or services agreements associated with the products purrhased- 3600 Wham D.Tate Ave. Suite 30D Grapevine,TX 76051 USA Future Cam is the national leader in security and nnehim management soktions-Though tbrnard".k%we are our custornees best provider of products and services-We consistency emceed the expectations of our customers and our strategic partners.We are the best in the industry. Quote Name F5 Refresh Phase 2 FIPS COMPLIANT KW y � Co-op Contract# TIPS 180306 0Fu�tu re Com �` Cybersec�:is f Driive� _ Cor idenbial Quotabon for Contact Name Bobby Lee Qua*Number 00277399 Accomit Nana City of Fat Worm Creased Dale 941P019 Account Address 200 Texas St Prepared By Misty M-iga Fat Worth,TX FnW misty.mu iga@kIl dnet USA.76102 Phone (817)392.2310 Ex;*aoan Data 9WQ019 Email bobby-We@11artr►cr htexas.gov sales t,, Cust Part Number Une hEwn a. Price Per ExL Sales Link Price 1 175-BPG4IT45820-OF BIG-P i5BM Best Bouffe FIPS(48 GB McWOry,Dual SSD.Hardware Security :77.450.00 $77.450.00 Module,Max SSL.Max Camprrssion,vCMP)Level 3 Fps Canp6ar 1 lWSVC-8iG-PRE-L1-3 Leve113 Premium Senike for 804P(424) $19.58324 VO. 3.24 8 F5-UPGSFPC-R BIG-P E VIPRION SFP 10DOBASE T Transmhw(Field Upgrade) $175.W $1. NVI) 1 F&UPG-AC45XXX BIG-P Single AC Pcww Supply for OM(650 W,Fidd Upgrade) $1.000-W $t A00-00 Payment Terms Net 3D Shipping aid $255.00 Handing Grand Total $99.68824 Future Corn and Quote Terms Irrbmtation Cash price.as a convenience to you.we accept select credit cards Purchase Order requirement subject b a convenience fee.AN sales are made FOB Origin. •Terns subp t b deft approval,"M min mum anoint Thank you fa this opportunity to skit our quotation Past due amounts aoaue best daily. for your rureew.We hope to be favored by yarn•order. +Quantity,Part#.Product.Price Upon execution thereof,the order shoaid be made out to Ful re •PO Number,PO Dan.Payment Terms Corn and emailed or taxed to fie tGawing: •Shot►Bill-to addresses.Phone Vs.Contacts •Stpu ture of authorized agent(f place for signature) Fah-817-510-1154 •Applicable Sales TaxfTaa Enrenupt ID# Ernaf:orders net •Mirwnni shopkg is f35.00 +Restocking fee is 15% Tot Free-888-310-5250 Pun:haser acknowledges that the use of any manufacerrers TIPS requites registration as a member to purchase off this contact. hardware,sattnere,support maintenance and or services,egrires This can easily be done at the fobwi+g location: the acceptance and compfianoe with that manufactures icertse, support makdenance and or services agreements associated with the products purchased- Future Corm is the national leader in security aid network management solutions-Through tarward funkinnp,we are our customer's best provider of products and services.We oonsisl erdly exceed the expectations of our customers and our strategic partners.We are the best in the industry. Quote Name F5 Implementation Phase 2 Co-op Contract# TIPS 180306 FutureCom Del Confidential Quotation for L Contact Name Bobby Lee Quote Number 00275764 Account Name City of Fort Worth Created Date 9/12/2019 Account Address 200 Texas St Prepared By Misty Muniga Fort Worth,TX Email misty.muniga@fcltd.net USA, 76102 Expiration Date 9/30/2019 Phone 817-392-6640 Email bobby.lee@fortworthtexas.gov Number - Item Description - - Per 120 CSFC-TM-FWCONFIG Future Com Services per SOW $225.00 $27,000.00 Payment Terms Net 30 Grand Total $27,000.00 Future Com and Quote Terms Information Cash price,as a convenience to you,we accept select credit cards Purchase Order requirement: subject to a convenience fee.All sales are made FOB Origin. •Terms subject to credit approval,$500 minimum amount. Thank you for this opportunity to submit our quotation Past due amounts accrue interest daily. for your review.We hope to be favored by your order. • Quantity, Part#, Product, Price Upon execution thereof,the order should be made out to Future • PO NumbE�r,PO Date,Payment Terms Com and emailed or faxed to the following: • Ship-to, Bill-to addresses,Phone#'s,Contacts • Signature of authorized agent(if place for signature) Fax:817-510-1159 •Applicable Sales Tax/Tax Exempt ID# Email:orders@fcltd.net • Minimum shipping is$35.00 • Restocking fee is 15% Toll Free:888-710-5250 Purchaser acknowledges that the use of any manufacturers TIPS requires registration as a member to purchase off this contract. hardware,software,support,maintenance and or services requires This can easily be done at the following location: the acceptance and compliance with that manufactures license, hftps&/Iwww.til2s-usa.com/membershipconditions.cfm support, maintenance and or services agreements associated with the products purchased. 3600 William D.Tate Ave. Suite 300 Grapevine,TX 76051 USA Future Com is the national leader in security and network management solutions.Through forward thinking,we are our customer's best provider of products and services.We consistently exceed the expectations of our customers and our strategic partners.We are the best in the industry. Ciud a Name Data Center v2 co-wcrirad# TIPS180306 Future Com CordaCt Name flabby Lee Qrole Nkmv&w 00277161 Accma t Name City Of port Worth CreiW Do* 2tIw D19 Accaat Address 2W Teens St Prwpaaed By Mk*ft-9a Fort Worth.TX Erna1 USA.76102 Plum (817)392 2310 Expioadw Date 11 MA19 Email 6- 3�9w • 1 C1-NT70648E-R Cism ONE W1706gr rue(Cs s2sr1iJP2EWAB2)J&PowSup $51.300.00 $51,300-00 1 P-l126S2ER SOLNSUPP24X7X4CiscoONENT706&rde( IP2E6rF S1Z106.48 SiZ1D6.48 3 AN Nexus 77W 6 slat dnsss Fan Tray $0.00 $DM 1 N77 TRS1 K9 Nexus 77W Transport Services License(MA.ISP) $0.00 $0.00 1 C1F2PNEX770O1 K9 Cism ONE Fau+da m Perpehual TrW 6 Slot and t4r $22.000.00 S2Z000-00 1 QON-ECMU&CF2PX771 SOLN SUPP SVYSS C6m ONE Faardatian Perpebd 77M 6 Skit an S7.W6.00 STM OO 4 N77-AC3KW News 77W-3.OKW AC Power Supply Mo&&(Cable In lulled) $1.680.00 $9.720.00 1 N774EL21 K9 News 77W Erimanced Layer 2 License fatrzfth) $0.00 SD.OD 1 N77-LAN1K9 Neva 77W LAN Enterprise License(1.3 prataools) $0.00 $D.00 1 N77SUP2E News 7700-Supervisor 2 Erivanoed $0.00 $DM 1 N7K4UP-CORE N7K or NTT Core Depkvpne nt Fcr Tradwq Only $0.00 S0-00 6 N77-C 708-FAB2 Nana 77W-6 Slot C3nasis 22IMpsf5Mat Fabric Modrie $0.00 $0.00 1 N77S02E News 77W-Supervise 2 Etiunced S0.00 $0.00 1 N77S2KS-92 Cism NX43S Release 82 for News TMO Serves $0.00 S0-00 1 N77-VDC1 K9 Nexus 77W VDC license(4 VDCs per 6mnw) $0.00 $D.W 1 N7731CPSBLANK-H Nexia T7W-Power Supply Blank Slat Corer With tlande $0.00 $0.00 1 N774ADDULE-BLANK Neva 7700-Module Blank Slat Cover $0.00 S0-00 1 C14)U-NTT4C9 (ism ONE DCHM LAN ErnEerprise License Nexus T7W $0.00 $D-W 4 CAB-CISLBN Cabinet Jumper Pdmer Cad 250 VAC 16A.C 2D-C19 Cannechws $O.OD $0.00 2 C3850-NM4-1 OG= Cisco Gailatyst 3850 4 x LOGE Nebruk Module E2.023.20 $4.046.40 4 SFP4i10Ci8-CU31i= 1DGBASE-CUWf--Cable 3Meter $50.40 $201.W Future Cam a the nohow leader in security and netmrak metre uge nert wkdmm-Though fan wrd Aerdwgg we are our eusfarner's best provider of products and services.We coriststendy exoeed the expectebmw of mar customers and cur stralegie porhnem We are the !nest in theedustry. Quole Name Dap Cerra v2 ��= 1� Corp Cardrmi f ToS m" 5 ``` �1 CYbersecuritY Delivered. Future Com 12 SFP-i10GB-CU21 = 10GBASE-CU SFP+Cable 2 Meter $50.40 $804-80 1 N774:348W-23= New 7700 F3-Senes 46 Part 1f10GbE(SFPiSFP+ $21.120A0 $21.120.00 1 N77-C77064FDK= 77-G77DS-FDK=—COMSTOR 15D0.00 t N1A 1500.00 No Tubs 7700-6 Slot Chassis Fro Door ICA $T10.00 t720.00 m Paymem Terms Net 30 Grand Tatar E126,704.28 Fu him Cram and Quote Terms Inkmw3bon Cash price,as a convervence b you.we accept select credit cards Purchase Order requiemert su6jed to a car venierce tee-All sales are made FOB Orgpa •Tems sub)wt to credit approval,i500 mininun arrount Tlhw*you for ffm opportnly to subrhi<ow quotation Pat due amouris accrue itlerest daity. for y&x review.Ufe hope b be tamed by ymr ceder. •Quarmly.Part#,Product Price Upon exeaueon Ohereaf the order should be rrrtde out b Fhdwe •PO Number,PO Dale,Payare t Terns Cam and a riled or faxed to the teftowing: •Shp4m Bill-to addresses Phone#%-Contacts •Signore at authcnzed agent(i place for MWmi e) Fmc 817-5111-1158 •Applicable Sales Taxrrm Emm"D# Emait ordersCibbinet •Mini wen ship*g is 335.00 •Restocking fee is 15% Tap Free_BW710-5250 Purchaser adurowkdges that the use of any mrwleeturers TIPS regLi es registraiion,as a menbwlo purchase off this contract. hardware,software.support maintenance and or services requiem This am eeas0y be slo at the followiry Ixa6ow the acceptance and co plu nce with that marina ores ice ntse. suppart,maenher irm and or sevices agreeanehts associaled with the pFQdLK*S 36DO IMHkW r D.Tale Ave. Suribe 300 Grapevine,TX 76051 USA Futre Cam is the national leader m security and nebwork managaruert seirims.Through Aw loin itp m are cm custerneft best provider of prodhrcls and services.We oersister*exceed the expeciaf an or6 of mr auzfonws d strategic priws.We are the best in the industry. Quote Name BOLT Coop Convect 8 i IPS t80316 FutureCom DY(IYlr mod. Coniderrlial Ortoiletian for Corlw Name Bobby Lee Quate Nuneber 0d277597 Accost mom Cry of Fort Worth Created Date WIM2019 Accoamt Address 200 Texas St Prepared By Misty Muniya Fan Wank TX Erna nristyrnu Cid.net US,k 76102 Phone (817)392-2310 ExpWatian Date 11112D19 Emael bobby 2 C1-N7702S2E-AC C Nests 7702 Bundle Chassis,1xSUP2E"KW M425.00 ��.00 CPwrSupp 2 CON-SSSNP-CIN7702E SOLN SUPP 24X7X4 Cisco ONE Nexus 7702 Bundle Chassis,lx$U $4.569.15 $9.136.30 2 C1F21PNEXT1021K9 Cisco ONE Foundation Perpeautl Nevis TW ".500.00 S19,ODO-00 2 CON4ECWJS-C1F2PXNE SOLN SUPP SWSS Cisco ONE Foundation PerpekW Nextrt T702 $3,154.00 :6.30B.O0 2 N77S2K942 Cisco NX-OS Release 82 for Neves 77W Series $0.00 $0-00 2 C14)CL-N774K9 Cisco ONE DCNM LAN Enterprise License Nests 7700 $0.00 $0.00 2 N77-TRS1 K9 Nexus 7700 Transport Services Lkense(OTVAJSP) $0.00 10.00 2 N774 AN IKS Nexus 7700 LAN Enterprise License(L3 protocols) SD.OD $0.O0 2 N77-MODULE-BLANK Nexus 7700-Module Blank Slot Cover $0.00 $0.00 4 N77-AC-31W News 7700-3.0KW AC Parer Supply Module(Cable inchtded) $0.00 $0.O0 2 N77-EL21K9 News 7700 EMarroed Layer 2 License(FabrKPath) $O.OD WOO 2 N77-SUP2E Nexus 77W-Supervisor 2 Enhanced $O.00 $0.00 2 NT7-VDC1 K9 News 7700 VDC license(4 VDCs per license) $O.W $0.00 2 N7K-DP-CORE N7K or NTT Care Depk"wt:For Tradirg Orgy SO.00 $0.00 4 CAB-C19-CBN Cabinet Jurnper Power Card,250 VAC 16A,C20-Cl9 Connecbrs $0.00 $0.00 2 N77-C7702-FDK= Nexus 7700-2 Sint Chassis Front Door Kd $240.00 $480.00 2 N77-F348W-23= News 7700 F3-Series 46 Part 1r1DGbE(SFP/SFP+) $21A20.0O $42.240.00 2O SFP-HIWB-Ct11M= 106BASE-CU SFP+CaEie 1 Me1er 850.4O $1.008.00 8 SFP-1OGSR-S= 1OGBASE-SR SFP Module.Enterprise-Class $348.00 $2.791.00 2 C68&M4 E-16P10G= Cisco Catalyst G880_X Mire Race Pon Cars)(Standard Tablas) =1 Z062.40 $24.124.80 Future Corn is the na5cnal leader in securty and nehm rnanagemerd solutions.Thsougt fwrmard thinl t ere are ota atstorrrefs best provider of products and services.We cowishe emceed the expectadions of our customers and ar sb3be&partners.We are the best it ibis Mdus&y- Quote Fume BOLT Co-op Contract# TIP$1 E03Ck, FutureCom Payment Terms `tie,? G and Total E 4 ,,933.tt4 Future Cana and Clua6e Tenets tnfottttation Cash price.as a ccrive-nience is you we accept select creel t cards Purchase Cider Tequ,"4,rent: subject to a zorq*n,ience fee.All sales are made FOG Origin. •Terms subject Itr cred it appr✓oa,.,SZO D min mum amount Thank you fcr this c*oortunity to submit our quartaticn Past due amounts accrue interest daily. ,or yc Lr review.We hope to be'awored by your order. •Quant;4.Pan#.Prod,wct Price Upon execution thereof,the order should be made out to Future •PO Number,PO Dare,Payment Tetras Corn and emailed cc axed to tlhe fcil'towing. •Ship-to,8 ili-Ln.a6dresses,Phone Ws,Contacts +Signature of av t•orized agent(if place for sgnatuw Fax:9tM10-11% •Applicable Sakes Tax7ax Exempt[D# Emaid:ordersgFd6d.net +111114knum snipping is 535.00 •Restocking^ee is 15% Toll Free:089-?10-5 50 Puchasm?aaknewteeges that the use o'any manufacturers TIPS requires registra4on as a member z purchase off ih is contract ha.Wware,scftware,support,maintenance and or services requires Th s can easily be done at&e following iocaticn: the aoce a o_a-d cotnpianc+e with Itatm.anufactwres I�^erse, h Qu1i1 -s'—crm,4neRntershiocondrtians cf support ma.^te^ance and or services agreements assocatec with the prod-,.-5 r_ aced. 3600'Nrii;arr D Tate Ave. Suite 301" Grapevine_Tw 79051 USA Future Corn is the national leader m security and network managerrsent solutions Through forward th-kvng,we are our cusiome s best pmvicerof products and senvices.We consistently exceed the expectatons of our customers and cur strategic partners_.We are the best it the industry. Quote Name Future Com Cisco C9200L-IP camera replacement F u t u re C o m Co-op Contract# TIPS 180306 i Cvb(? �c..fi;,Uel of red. Confidential Quotation for Contact Name Bobby Lee Quote Number 00278107 Account Name City of Fort Worth Created Date 911212019 Account Address 200 Texas St Prepared By Misty Muniga Fort Worth,TX Email misty.muniga@fcltd.net USA,76102 Expiration Date 9/30/2019 Phone (817)392-2310 Email bobby.lee@fortworthtexas.gov Qty Cust Part Number Line Item Description Sales Price Per Unit Ext.Sales Price 15 C9200L-24P-4G-E++ TAA C9200L 24p PoE+,4 x 1G,Network Essentials $1,427.40 $21,411.00 15 C9200L-DNA-E-24 C9200L Cisco DNA Essentials,24-port Term license $0.00 $0.00 15 C9200L-DNA-E-24-5Y C9200L Cisco DNA Essentials,24-port,5 Year Term license $530.40 $7,956.00 30 CAB-TA-NA North America AC Type A Power Cable $0.00 $0.00 30 C9200-STACK-BLANK I Catalyst 9200 Blank Stack Module $0.00 $0.00 15 PWR-05-600WAC/2 60OW AC Config 5 Power Supply-Secondary Power Supply $1,092.00 $16,380.00 i 15 C9200L-NW-E-24 C9200L Network Essentials,24-port license $0.00 $0.00 1 C9200L-24P-4G-E++ TAA C9200L 24p PoE+,4 x 1G,Network Essentials $1,427.40 $1,427.40 1 CON-SSSNT-C920L24G SOLN SUPP 8X5XNBD Catalyst 9200L 24-port PoE+,4 x 1G,Net $960.50 $960.50 1 C9200L-DNA-E-24 C9200L Cisco DNA Essentials,24-port Term license $0.00 $0.00 1 C9200L-DNA-E-24-5Y C9200L Cisco DNA Essentials,24-port,5 Year Term license $530.40 $530.40 2 C9200-STACK-BLANK Catalyst 9200 Blank Stack Module $0.00 $0.00 1 C9200L-NW-E-24 C9200L Network Essentials,24-port license $0.00 $0.00 I 2 CAB-TA-NA North America AC Type A Power Cable $0.00 $0.00 1 PWR-05-600WAC/2 600W AC Config 5 Power Supply-Secondary Power Supply $1,092.00 $1,092.00 5 C9200L-48P-4G-E++ TAA C9200L 48p PoE+,4 x 1G,Network Essentials $3,018.60 $15,093.00 I 5 C9200L-DNA-E-48 C9200L Cisco DNA Essentials,48-port Term license $0.00 $0.00 � I 5 C9200L-DNA-E-48-5Y C9200L Cisco DNA Essentials,48-port,5 Year Term license $972.40' $4,862.00 10 C9200-STACK-BLANK Catalyst 9200 Blank Stack Module $0.00 $0.00 5(PWR-05-1 KWAC/2 1 KW AC Config 5 Power Supply-Secondary Power Supply $1,638.00 $8,190.00 10 CAB-TA-NA North America AC Type A Power Cable $0.00 $0.00 Future Corn is the national leader in security and network management solutions.Through forward thinking,we are our customer's best provider of products and services.We consistently exceed the expectations of our customers and our strategic partners.We are the best in the industry. Quote Name Future Com Cisco C9200L-IP camera replacement FutureComCo-op Contract# �fIPS 180306 4. ' 1^ Cyberseeurity Delivered. 5 C9200L-NW-E-48 C9200L Network Essentials,48-port license $0.00, $0.00 1 C9200L-48P-4G-E++ TAA C9200L 48p PoE+,4 x 1G,Network Essentials $3,018.60 $3,018.60 1 CON-SSSNT-C92004GE SOLN SUPP 8X5XNBD Catalyst 9200L 48-port PoE+,4 x' .a Net ) $2,027.25 $2,027.25 2 CAB-TA-NA North America AC Type A Power Cable $0.00 $0.00 1 C9200L-DNA-E-48 C9200L Cisco DNA Essentials,48-port Term license ' $0.00 $0.00 1 C9200L-DNA-E-48-5Y I C9200L Cisco DNA Essentials,48-port,5 Year Term licensel $972.40 $972.40 1 PWR-05-1KWAC/2 1KWACConfig5 Power Supply-Secondary Power Supply. I $1,638.00 $1,638.00 2 C9200-STACK-BLANK Catalyst 9200 Blank Stack Module $0.00 $0.00 1 (C9200L-NW-E-48 C9200L Network Essentials,48-port license I $0.00, $0.00 Payment Terms Net 30 Shipping and $350.00 Handling Grand Tot�l $85,908.55 Future Com and Quote Terms Information Cash price,as a convenience to you,we accept select credit cards Purchase Order requirement: subject to a convenience fee.All sales are made FOB Origin. •Terms subject to credit approval,$500 minimum amount. Thank you for this opportunity to submit our quotation Past due amounts accrue interest daily. for your review.We hope to be favored by your order. •Quantity,Part#,Product,Price Upon execution thereof,the order should be made out to Future • PO Number,PO Date,Payment Terms Com and emailed or faxed to the following: •Ship-to,Bill-to addresses,Phone#'s,Contacts •Signature of authorized agent(if place for signature) Fax:817-510-1159 •Applicable Sales Tax/Tax Exempt ID# Email:orders@fcltd.net • Minimum shipping is$35.00 • Restocking fee is 15% Toll Free:888-710-5250 Purchaser acknowledges that the use of any manufacturers TIPS requires registration as a member to purchase off this contract. hardware,software,support,maintenance and or services requires This can easily be done at the following location: the acceptance and compliance with that manufactures license, hftps://www.tips-usa.com/membershupconditoons.cfim support,maintenance and or services agreements associated with the products purchased. 3600 William D.Tate Ave. Suite 300 Grapevine,TX 76051 USA Future Com is the national leader in security and network management solutions.Through fomarc]thinking,we are our customer's best provider of products and services.We consistently exceed the expectations of our customers and our strategic partners.We are the best in the industry. Schedule C Cooperative Contract TIPS VENDOR AGREEMENT Between Future Com, LTD and (Company Name) THE INTERLOCAL PURCHASING SYSTEM(TIPS) For RFP 180306 Technology Solutions Products and Services(2) General information The Vendor Agreement("Agreement")made and entered into by and between The Interlocal Purchasing System(hereinafter referred to as"TIPS"respectfully)a government cooperative purchasing Program authorized by the Region 8 Education Service Center,having Its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below,including provisions of all Attachments referenced herein.In the event of a conflict between the provisions set forth below and those contained in any Attachment,the provisions set forth shall control. The vendor Agreement shall include and Incorporate by reference this Agreement,the terms and conditions,special terms and conditions,any agreed upon amendments,as well as all of the sections of the solicitation as posted,Including any addenda and the awarded vendor's proposal.Once signed,If an awarded vendors proposal varies or Is unclear In any way from the TIPS Agreement, TIPS,at its sole discretion,wig decide which provision will prevail.Other documents to be included are the awarded vendors proposals,task orders,purchase orders and any adjustments which have been issued.If deviations are submitted to TIPS by the proposing vendor as provided by and within the solicitation process,this Agreement may he amended to incorporate any agreed deviations. The following pages will constitute the Agreement between the successful vendors(s)and TIPS. Bidders shall state,in a separate writing,and include with their proposal response,any required exceptions or deviations from these terms,conditions,and specifications.If agreed to by TIPS,they will be incorporated into the final Agreement. A Purchase Order,Agreement or Contract is the TIPS Members approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed to between the vendor and TIPS Member should be added as addendums to the Purchase Order,Agreement or Contract. Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some of the addendums possible. Page 1 of 12 TIPS VENDOR AGREEMENT Vcr.10192017.rp Terms and Conditions Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping,indicate by stating'No Charge"or '$0'or other similar indication.Otherwise,all shipping,freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be legally permitted to sell,or an authorized dealer,distributor or manufacturer for all products offered for sale to TIPS Members.All equipment proposed shall be new unless dearly states in writing. Customer Support The Vendor shall provide limey and accurate customer support to T"Members.Vendors shall respond to such requests within one(1)working day after receipt of Ow request.Vendor shall provide training regarding products and services supplied by the Veroor unless otherwise dearly stated in writing at the time of purchase.(Unless training is a ne item sold or packaged and must be purchased with product.) Agreements All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to the statutes that are set forth in the Uniform Commercial Code as most recently revised. Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the participating government entities. Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or repair of buildings. Tax exempt status A taxable Rem sold,leased,rented to,stored,used,or consumed by any of the following governmental entities is exempted from the taxes imposed by this chapter:(1)the United States,(2)an unincorporated instrumentality of the United States;(3)a corporation that is an agency or instrumentality of the United States and is wholly owned by the United States or by another corporation wholly owned by the United States,(4)the State of Texas;(5)a Texas county,city,special district,or other political subdivision;or(6)a state,or a governmental unit of a state that borders Texas,but only to the extent that the other state or governmental unit exempts or does not impose a tax on similar sales of items to this state or a political subdivision of this state.Texas Tax Code§151.309.Most TIPS Members are tax exempt and the related laws of the jurisdiction of the TIPS Member shall apply. Page 2 of 12 TiPS VENDOR AGREEMENT Ver.10 192017.rp Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned company. Disclosures 1. Vendor affirms that he/she has not given,offered to give,nor intends to give at any time hereafter any economic opportunity,future employment,gift,loan,gratuity, special discount,trip,favor or service to a public servant in connection with this Agreement. 2. Vendor shall attach,in writing,a complete description of any and all relationships that might be considered a conflict of interest in doing business with Members in the TIPS program. 3. The vendor affirms that,to the best of his/her knowledge,the offer has been arrived at Independently,and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Renewal of Agreements The Agreement with TIPS Is for a two(2)year term with an option for renewal for additional one(1)consecutive year.Total term of Agreement can be up to the number of years provided in the solicitation,If sales are reported through the Agreement and both parties agree. The scheduled Agreement termination date shall be the last date of the month of the last month of the agreements legal effect. Example:if the agreement is scheduled for to end on May 23,the anniversary date of the award,it would actually be extended to May 311n the last month of the last year the contract is active. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement,may incorporate an automatic renewal clause with which the TIPS Member must comply. All renewal terms Incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order or executed Agreement issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Page 3 of 12 TIPS VENDOR AGREEMENT Ver.10192017.rp Shipments The Vendor shall ship ordered products within a commercially reasonable time after the receipt of the order.if a product cannot be shipped within that time,the Vendor shall notify TiPS and the requesting entity as to why the product has not shipped and shall provide an estimated shipping date,if applicable.TIPS or the requesting entity may cancel the order if estimated shipping time is not acceptable. Invoices The awarded vendor shall submit invoices or payment requests to the TIPS Member participating entity dearly stating"Per TIPS Agreement#m00000c.Each invoice or pay request shall include the TiPS Members purchase order number or other Identifying designation as provided in the order by the TIPS Member.If applicable,the shipment tracking number or pertinent information for verification of TiPS Member receipt shall be made available upon request. The Vendor or vendor assigned dealer shall not invoice for partial shipments unless agreed to in writing in advance by TIPS and the TIPS Member. Payments The TIPS Member will make payments directly to the Vendor or vendor assigned dealer at net 30 days after receiving invoice or in compliance with applicable statute,whichever is the lessor time or as otherwise provided by an agreement of the parties. Pricing The Vendor agrees to provide pricing to TIPS and Its participating governmental entities that is at least equal to the lowest pricing available to like cooperative purchasing customers and the pricing shall remain so throughout the duration of the Agreement. Price increases will be honored according to the terms of the solicitation. However,the Vendor shall honor previous prices for thirty(30)days after written notification to TIPS of an increase. All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to customer. Failure to render the participation fee to TIPS shall constitute a breach of this agreement and shall be grounds for termination of this agreement and any other agreement held with TIPS. Participation Fees Vendor or vendor assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report.Vendor must login to the TIPS database and use the"Submission Report"section to report sales.The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement. Page 4of12 TIPS VENDOR AGREEMENT Vcr,10192017.rp Failure to pay the participation fee will result in termination of Agreement.Please contact TIPS at tips@tips-usa.com or call(866)839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees from and against all claims and suits by third parties for damages,injuries to persons(including death),property damages,losses,and expenses including court costs and reasonable attorney's fees,arising out of,or resulting from,Vendors work under this Agreement,including all such causes of action based upon common,constitutional,or statutory law,or based In whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors,licensees,or invitees.Vendor further agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees,from and against all claims and suits by third parties for injuries(including death)to an officer,employee,agent,subcontractors,supplier or equipment lessee of the Vendor, arising out of,or resulting from,Vendor's work under this Agreement whether or not such claims are based In part upon the negligent acts or omissions of the TIPS,TIPS Member(s), officers,employees,or agents. Per Texas Education Code§44.032(f),reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. Multiple Vendor Awards TIPS reserves the right to award multiple vendor Agreements for categories when deemed in the best interest of the TIPS Membership. Bidders scoring the solicitation's specified minimum score or above will be considered for an award.Categories are established at the discretion of TIPS. State of Texas Franchise Tax By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS Is subject to TIPS sole discretion and that any Vendor may be removed from the participation In the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs,TIPS is to be notified within 48 hours of receipt of order. Page 5 of 12 TIPS VENDOR AGREEMENT Ver.10192017.rp Termination for Convenience TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty-day written notice.Termination for convenience Is required under Federal Regulations 2 CFR part 200.All purchase orders presented to the Vendor by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the agreement with ninety(90)days written notice to TIPS 4845 US Hwy North,Pittsburg,Texas 75686. TIPS Member Purchasing Procedures Purchase orders or their equal are Issued by participating TIPS Member to the awarded vendor indicating on the PO'Agreement Number". Order is emailed to TIPS at tipspoilDtips-usa.com. • Awarded vendor delivers goods/services directly to the participating member. • Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. • Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been made with TIPS to report monthly)_ Form of Agreement If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional agreement,a copy of the proposed agreement must be included with the proposal. In response to submitted supplemental Vendor Agreement documents,TIPS will review proposed vendor Agreement documents.Supplemental Vendor's Agreement documents shall not become part of TIPS's Agreement with vendor unless and until an authorized representative of TIPS reviews and approves it. Ucenses Awarded vendor shall maintain in current status all federal,state and local licenses,bonds and permits required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain fully informed of and In compliance with all ordinances and regulations pertaining to the lawful provision of services under the Agreement.TIPS reserves the right to stop work and/or cancel Agreement of any awarded vendor whose IIcense(s)expire,lapse,are suspended or terminated. Novation If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.TIPS reserves the right to accept or reject any new party.A simple change of name agreement will not change the Agreement obligations of awarded vendor. Page 6 of 12 TEPS VENDOR AGREEMENT Ver.10192017.rp Site Requirements(when applicable to service or job) Cleanup:Awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member.Upon completion of work,the premises shall be left in good repair and an orderly,neat,clean and unobstructed condition. Preparation:Awarded vendor shall not begin a project for which TIPS Member has not prepared the site,unless awarded vendor does the preparation work at no cost,or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation Includes,but Is not limited to:moving furniture,installing wiring for networks or power,and similar pre-installation requirements. Registered sex offender restrictions:For work to be performed at schools,awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are,or reasonably expected to be, present.Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term.If no costs are spedfied,compliance with this term will be provided at no additional charge. Safety measures:Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite,and shall erect and properly maintain all necessary safeguards for protection of workers and the public Awarded vendor shall post warning signs against all hazards created by the operation and work in progress.Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to local smoking policies.Smoking will only be permitted in posted areas or off premises. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within website,marketing materials and advertisement.Any use of TIPS name and logo or any form of publicity,inclusive of press release,regarding this Agreement by awarded vendor must have prior approval from TIPS. Supplemental agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter Into a separate supplemental agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement i.e.invoice requirements,ordering requirements,specialized delivery,etc.Any supplemental agreement or contract developed as a result of this Agreement is exclusively between the participating entity and awarded vendor.TIPS,its agents,TIPS Members and employees shall not be made party to any daim for breach of such agreement. Page 7 of 12 TIPS VENDOR AGREEMENT Vcr.[OI M l7.rp Survival Clause All applicable software license agreements,warranties or service agreements that were entered Into between Vendor and Customer under the terms and conditions of the Agreement shall survive the expiration or termination of the Agreement.All Orders,Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement,shall survive expiration or termination of the Agreement,subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in this Solicitation and any awarded Agreement thereof.Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members',the awarded Vendor shall,at their sole expense,maintai i appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three(3) years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one(1)year from the effective date of termination.In order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct random audits of Awarded Vendor's pricing that is offered to TIPS Members.Notwithstanding the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm to investigate any possible non-complying conduct.In the event of an audit,the requested materials shall be reasonably provided in the format and at the location designated by Region 8 ESC or TIPS. Force Majeure If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and fully particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon,and the obligation of the party giving such notice, so far as it is affected by such Force Majeure,shall be suspended during the continuance of the Inability then claimed,except as hereinafter provided,but for no longer period,and such parry shall endeavor to remove or overcome such inability with all reasonable dispatch. Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member and Awarded vendor.It is permitted for the TIPS Member to provide a general Page 8 of 12 TIPS VENDOR AGREEMENT Vcr.10192017.rp scope,but the awarded vendor should provide a written scope of work to the TIPS Member as part of the proposal.Once the scope of the job is agreed to,the TIPS Member will issue a Purchase Order and/or an Agreement or Contract and/or an Agreement with the estimate referenced as an attachment along with required bond and any other special provisions agreed to for the TIPS Member.If special terms and conditions other than those covered within this solicitation and awarded Agreements are required,they will be attached to the Purchase Order and/or an Agreement or Contract and shall take precedence over those in the base TiPS Vendor Agreement. Project Delivery Order Procedures The TiPS Member having approved and signed an interlml agreement,or other TIPS Membership document,may make a request of the awarded vendor under this Agreement when the TIPS Member has services that need to be undertaken.Notification may occur via phone,the web,emali,fax,or In person.Upon notification of a pending request,the awarded vendor shall make contact with the TIPS Member as soon as possible,but must make contact with the TIPS Member within two working days. Scheduling of Projects Scheduling of projects(if applicable)will be accomplished when the TIPS Member issues a purchase order or other document that will serve as'the notice to proceed".The period for the delivery order will include the mobilization,materials purchase,Installation and delivery, design,weather,and site cleanup and Inspection.No additional claims may be made for delays as a result of these items.When the tasks have been completed the awarded vendor shall notify the client and have the TIPS Member inspect the work for acceptance under the scope and terms in the PO.The TiPS Member will Issue In writing any corrective actions that are required.Upon completion of these items,the TiPS Member will issue a completion notice and final payment will be issued. Support Requirements If there Is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives will assist In conflict resolution or third party(mandatory mediation),if requested by either party.TIPS,or its representatives,reserves the right to inspect any project and audit the awarded vendors TIPS project files,documentation and correspondence. Incorporation of Solicitation The TIPS Solicitation,whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications solicitation,the Vendors response to same and all associated documents and forms made part of the solicitation process,including any addenda, that resulted In the execution of this agreement are hereby Incorporated by reference into this agreement as if copied verbatim. Page 9 of 12 TIPS VENDOR AGREEMENT Vcr.10192017.rp SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1,2017. Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec.2270. By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and that your company(2)does not boycott Israel;and(2) vrill not boycott Israel during the term of the Agreement. You certify that your company is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:Hcomptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within 1 business day of the change by a letter on your letterhead from an authorized representative of the Vendor stating the non- compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region $/The Interiocal Purchasing System(TIPS) 4845 Highway 272 North Pittsburg.TX,7S686. And by an email sent to bids@tips-usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum Insurance requirements for TIPS Contract Holders. General Liability $1,000,000 each Occurrence/Aggregate Products/Completed Operations $1,000,000 Automobile Uabibty $300,000 Including owned,hired,&non-owned Workers'Compensation Statutory limits Employers'Llability-if you employ others than owners and provide services or on- $1,000,000 site delivery or work,not just goods Umbrella Liability $1,000,000 Page 10 of 12 TIPS VENDOR AGREEMENT Ver.10192017.rp When the contractor or its subcontractors are liable for any damages or claims,the contractors' policy must be primary over any other valid and collectible insurance carried by the District. Any Immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s). Insurance shall be written by a carrier with an A-,VII or better rating in accordance with current A.M.Best Key Rating Guide. Only deductibles applicable to property damage are acceptable. "Claims made"policies will not be accepted. Each insurance policy shall be endorsed to state that coverage shall not be suspended,voided,cancelled,non-renewed or reduced in coverage or in limits except after thirty(30)days prior written notice by certified mail,return receipt requested has been given to TIPS or the TIPS Member. Upon request,certified copies of all Insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions It Is the intent of TIPS to award to reliable,high performance vendors to supply products and services to government and educational agencies. it is the experience of TIPS that the following procedures provide TIPS,the Vendor,and the participating agency the necessary support to facilitate a mutually beneficial rehationship. The specific procedures will be negotiated with the successful vendor. • Aareements: All vendor Purchase Orders and/or Agreements/Contracts must be emailed to TIPS at tipspo@tips-usa.com.Should an agency send an order direct to vendor,it is the vendors responsibility to forward the order to TIPS at the email above within 24 business hours and confirm its receipt with TIPS. • Promotion of Aereement: It is agreed that Vendor will encourage all eligible entities to purchase from the TIPS Program. Encouraging entities to purchase directly from the Vendor and not through TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Daily Order Confirmation:Ali Agreement purchase orders will be approved daily by TIPS and sent to vendor. The vendor must confirm receipt of orders to the TIPS Member (customer)within 24 business hours. • Vendor custom website for TIPS:If Vendor is hosting a custom TIPS website,then updated pricing must be posted by 1'r of each month. • Back Ordered Products: If product is not expected to ship within 3 business days, customer is to be notified within 24 hours and appropriate action taken based on customer request, Page 12 of 12 will be the TIPS Vendor Agreement Signature Page Page 11 of 12 TIPS VENDOR AGREEMENT Ver.10 1 92017.rp TIPS Vendor Agreement Signature Form RFP 180306 Technology Solutions Products and Services(2) Company Name Future Com, LTD. Address 3600 William D. Tate Ave., Ste. 300 City Grapevine State TX zip 76051 Phone 817-510-1100 Fax 817-510-1159 Email of Authorized Representative mark.williamson@fcltd.net Name of Authorized Representative Mark Williamson Title CFO Mark Williamson 019 **F*d1YMwkWWhaw^ Signature of Authorized Representative Date 03/13/2018 TIPS Authorized Representative Name Meredith Barton ntle Vice-President of Operations TIPS Authorized Representative Signature / Approved by ESC Region 8 ewce(, OL-JTXV Date 7/9/1 8 See addendum It one page Page 12 of 12 Addendum 1 to Vendor Agreement page 1 of 1 of addendum Redlined requested exceptions and deviations to the TIPS Vendor Agreement RFP 180306 Technology Solutions, Products and Services Warranty Conditions All supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall be an authorized dealer,distributor or manufacturer for all products.All equipment proposed shall be new unless clearly stated in writing. Language to be added to Warranty Warranty Disclaimer FUTURE COM LTD.MAKES AND CUSTOMER RECEIVES ABSOLUTELY NO WARRANTIES EXPRESSED OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer Support The Vendor shall provide timely and accurate customer support to TIPS members.Vendors shall respond to such requests within one(1)working day after receipt of the request.Vendor shall provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase.(Unless training is a line item sold or packaged and must be purchased with product.) Language to the added to agreement Limitation of Liability CUSTOMER AGREES THAT FUTURE COM.LTD.SHALL HAVE NO LIABILITY TO CUSTOMER FOR CONSEQUENTIAL,EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY WORK PRODUCT,EVEN IF FUTURE COM,LTD.HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH THE EXCEPTION OF DIRECT DAMAGES TO CUSTOMER RESULTING FROM IT'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.IN NO EVENT SHALL FUTURE COM,LTD.BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN EXCESS OF TtiE AMOUNTS PAID BY CUSTOMER HEREUNDER. The Interlocal Purchasing System (TIPS Cooperative) Supplier Response Bid Information Contact Information Ship to Information Bid Creator Rick Powell General Address Region VIII Education Address Counsel/Procurement Service Center Compliance Officer 4845 US Highway 271 Email rickpowell@tips-usa.00m North Contact Phone (903)575-2689 x Pittsburg,TX75686 Fax Contact Kristie Collins, Department Contracts Compliance Building Bid Number 180306 Specialist Title Technology Solutions Floor/Roam Products and Services(2) Department Telephone Bid Type RFP Building Fax Issue Date 3A/201808:05 AM(CT) Email Close Date 4/30/2018 03:00:00 PM(CT) Floor/Room Telephone +1 (866)839-8477 x Fax +1 (866)839-8472 x Email bids@tips-usa.com Supplier Information Company Future Com,LTD Address 3600 Wiliam D.Tate Ave Sufte 300 Grapevine,TX 76051 Contact Bob Gomez Department Building Floor/Room Telephone (817)510-1100 Fax Email bob.gomez(gfdtd.net Submitted 4f10/2018 11:51:28 AM(CT) Total $0.00 By submitting your response,you certify that you are authorized to represent and bind your company. Signature Mark lMillameon _ Email mark.williamson@fcltd.net Supplier Notes Bid Notes This is a supplemental RFP and if you were awarded on TIPS RFP 170306 and you co not wish to modify your contract with a new proposal,you SHOULD NOT propose on this solicitation.Both have the same termination date. Bid Activities Bid Messages 100306-Future Com,LTD-Page 1 of 21 Bid Attributes Please review the following and respond where necessary ! Name Nate Response 1 Yes-No Disadvantaged/Minority/Women Business Enterprise- No D/MMBE(Required by some participating governmental entities)Venda certifies that their fine is a D/MNVBE? Vendor must upload proof of certification to the*Response Attachments"D/M/1NBE CERTIFICATES section. 2 Yes-No Historically Underutilized Business-HUB(Required by No some participating governmental entities)Venda certifies that their firm Is a HUB as defined by the State of Texas at https:/kornptrdler.taxe s.govipu rch asingAoen damu b/ or in a HUBZone as defined by the US Small Business Administration at https:/Avww.sba.gov/oMce0eadquaders/chp Prod of one or both may be submitted. Venda must upload prod of certification to the"Response Attachments'HUB CERTIFICATES section. 3 Yes-No The vendor can provide services endfor products to all 50 Yes US States? 4 States Served: If answer is NO to question 83,please list which states can be served.(Example:AR,OK,TX) 5 Company and/or Product Description: This information will appear on the TIPS website in the Located in Grapevine,Texas, company prcdle section,If awarded a TIPS contract.(Limit Future Com,LTD.,has been a 750 characters.) leader In the network foundation, performance,and security space since Its inception In 1991 A privE,uly held company,Future Cam is an integrator of top industry partners,selling customized solullons to suit any of todays network needs.Future Com offers hardware,appliances,software, support,and consulting services to top enterprises,small and medium businesses,and healthcare, government and educational entities throughout the US.Future Corn is a top industry partner in all segments of the network:Foundation, Performance,and Security.We hold national recognition with many of our valued manufaotumrs.Including F5,Intel Security,Blue Coat, Infablox,Check Point,Palo Alto Networks,Foreacout,Cisco and Fcrtlnet.A complete list of our supported partners can be found here.For more Information,please call 817-510-1100 or email us at info@tcltd.net 6 Primary Contact Name Primary Contact Name Mark Williamson 7 Primary Contact Title Primary Contact Title CFO 8 Primary Contact Email Primary Contact Email mark.wltiamson jMfcltd.net 180306-Future Com,LTD-Page 2 of 21 9 Primary Contact Phone Enter 10 dglt phone number.(No dashes Or e strnstans) 817-510-1105 Example:8668398477 10 Primary Contact Fax Enter 10 digit phone number.(No dashes or axlensionsl 817-510-1159 Example:8668398477 11 Primary Contact Mobile Enter 10 digit phone number.(No dashes or a densions) 817-239-0226 Example:8668398477 12 Secondary Contact Name Secondary Contact Name Derek McKean 13 Secondary Contact Title Secondary Contact Title Account Manager 14 Secondary Contact Email Secondary Contact Email derek.mckeanIMTcttd.net 15 Secondary Contact Phone Enter 10 digit phone number.(No dashes or extensions) 817-510-1135 Example:8668398477 16 Secondary Contact Fax Enter 10 digit phone number.(No dashes or et�enstans) 817-510-1159 Example:8666396477 17 Secondary Contact Mobile Enter 10 digit phone number.(No dashes or et�nslons) 972-897-3261 Example:86%398477 18 Admin Fee Contact Name Admin Fee Contact Name.This person is reap de for Renee Edwards paying the adrrdn fee to TIPS. 19 Admin Fee Contact Email Admin Fee Contact Email renee.edwards4Pfcttd.net 20 Admin Fee Contact Phone Enter 10 digit phone number.(No dashes or eArnslons) 817-510-1123 Example:8668398477 21 Purchase Order Contact Name Purchase Order Contact Name.This person is 7onslble Derek McKean for receiving Purchase Orders from TIPS. 22 Purchase Order Contact Email Purchase Order Contact Email orders@fcltd.net 23 Purchase Order Contact Phone Enter 10 digit phone number.(No dashes or ons) 817-510-1135 Example:8668398477 24 Company Website Company Website(Format-www.compeny. ) www.myfuturecom.com 25 Federal ID Number. Federal ID Number also known as the Employer 75-2468824 Identification Number.(Formal-12-3456789) 26 Primary Address Primary Address 3600 William D.Tate Ave.,Ste.300 27 Primary Address City Primary Address City Grapevine 28 Primary Address State Primary Address State(2 Digit Abbreviation) TX 29 Primary Address Zip Primary Address Zip 76051 W306-Future Com,LTD-Page 3 of 21 30 Search Words: Please list search words to be posted in the TIPS IT,Security,services,managed database about your company that TIPS website users services,consulting,professional might search.Words may be product names, services,endpoint,network, manufacturers,or other words associated with the deployment,installation,training, category of award.YOU MAY NOT LIST technical,assessment,managed NON-CATEGORY ITEMS.(Limit 500 words)(Format: services,security assessment, product,paper,construction,manufacturer name,etc.) .network assessment,network solutions,IT solutions.Security Solutions,managed email, managed networks,byod,mdm, maim,acronis,alert logic,apcon, arubs,barracuda,beyondtrust, beyond trust,blue cat,bluecat, Bradford,bringa,brocade, Broadcom,bromium,carbon black, carbonblack,checkpoint,check point,cisco,crowdstrike,crowd strike,cyberark,cyber ark,digital defense,digitalguardian,digital guardian,dynatrace,Compuware, exemplify,exinda,extrahop,f5,fire eye,fireeye,fidelis,fireman,fluke, airmagnet,Forescout.Fortinet, gemalto,safenet,gigamon,hpe, ihm,imperva,infoblox,ixia,juniper networks,Kespersky,keeper, knowbe4,logrhythm,mcafee, mobiletron,palo alto networks,pgp, phantom,splunk,proofpolnt,pulse secure,radware,rapidT rapid 7, riverbed,rsa,scalearc,secureauth, secureworks,secure works silver peak,silverpeak,skybox,skybox, soiarwinds,solar winds,Sophos, symantec,trend micro,tipping pant, tripwire,trip wire,trustwave,tufin, veracode,VMware,wombat,xirrus, zimperium,zscaler 31 Yes-No Most of cur members receive Federal Government grants Yes and they make up a significant portion of their budgets. The members need to know Nyour company is willing to sell to them when they spend federal budget funds on their purchase.There are attributes that follow that are provisions from the federal regulations in 2 CFR part 200. Your answers will determine if your award will be designated as Federal or Education Department General Administrative Regulations(EDGAR)coa mpliant. Is it your intent to be able to sell to our members regardless of the fund source,whether it be local,state or federal? 32 Yes-No Certification of Residency(Requked by the State of Yes Texas)The vendor's ultimate parent company or majority own er: (A) has its principal place of business in Texas; OR (B) employs at least 500 persons in Texas? 33 Company Residence(City) Vendor's principal place of business is in the city of? Grapevine 34 Company Residence(State) Vendor's principal place of business is in the state of? TX.Texas 180306-Future Com,LTD-Page 4 of 21 35 Felony Conviction Notice: (Required by the State of Texas)My firm is,as outlined on (No Response Required) PAGE 5 in the Instructions to Bidders document: (Questions 36-37)Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code 044.034. Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No.1,Section 44.034,Notification of Criminal History,Subsection(a), states"a person or business entity that enters into a contract with a school district or ESC WIPS must give advance notice to the district or ESC 8/rIPS if the person or an owner or operator of the business entity has been convicted of a felony. The notice must Include a general description ofthe conduct resulting in the conviction of a felony.' Subsection(b)states'*school district may temrinate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection(a)or misrepresented the conduct resulting in the conviction.The district must compensate the person or business entity for services performed before the termination of the contract! 36 Yes-No A publicly held corporation;therefore,this reporting No requirement is not applicable? 37 Yes-No Is awned or operated by individual(s)who hasAtave been No convicted of a felony? 38 If your Arm is owned or operated by the following Please provide details of the conviction. This is not individuags)who hasihave been convicted of a necessarily a disqualifying factor and the data Is of the felony: conviction determines the eligibility.Providing false or misleading information about the conviction is dlegal. 39 Pricing Information: Pricing information section.(Questions 39-431 (No Response Required) 40 Discount Offered What is the MINIMUM percentage discount off of any item 0% or service you offer to TIPS Members that Is in your regular catalog(as dented in the RFP document), website,store or shelf pricing? This is a ceiling on your pricing and not a floor because,in order to be more competitive in the individual circumstance,you may offer a larger discount depending on the Items or services purchased and the quantity at time of sale.Must answer with a number between 0%and 100%. 41 TIPS administration fee By submitting a proposal,I agree that all pricing submitted (No Response Required) to TIPS shall Include the participation fee,as designated In the solicitation or as otherwise agreed in writing and shall be remltled to TIPS by the Vendor as agreed in the Vendor agreement.I agree that the fee shall not and will not be added by the vendor as a separate line Rem on a TIPS member invoice,quote,proposal or any other written communications with the TIPS member. 42 Yes-No Vendor agrees to remit to TIPS the required administration Yes fee? TIPS(ESC Region 8 is required by Texas Government Code§791 to be compensated for its work and thus, failure to agree shall render your response vcid and It will not be considered. 43 Yes-No Do you offer additional discounts to TIPS members for Yes large order quentttles or large scope of work? 1180306-Future Com,LTD-Page 5 of 21 44 Start Time Average start time after receipt of customer order is` 7 working days? 45 Years Experience Company years experience in this category? 27 46 Resellers: Does the vendor have resellers that itwil name under this No contract?Resellers are defined as other companies that sell your products under an agreement with you,the awarded vendor of TIPS. EXAMPLE:Welmart is a reseller of Samsung Electronics. If Samsung were a TIPS awarded vendor,then Samsung would list Wakmart as a reseller. (N applicable,vendor should download the ResefledDealers spreadsheet from the Attachments section,fill out the form and submit the document In the 'Response Attachments'RESELLERS section. 47 Prices are guaranteed for? Venda agrees to honor the pricing discount oil regular YES catalog(as defined in the RFP document),webslte,store or shelf pricing for the term of the award? 48 Right of Refusal Does the proposing vendor wish to reserve the right not to Yes perform under the awarded agreement with a TIPS member at vendor's discretion? 48 NON-COLLUSIVE BIDDING CERTIFICATE By submission of this bid or proposal,the Bidder certifies (No Response Required) that: 1) This bid or proposal has been Independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed,prior to the opening of?rids,or proposals for this project,to any other Bidder,Competitor or potential competitor: J) No attempt has been or will be made to induce any other person,partnership or corporation to submit or not to subnrt a bid or proposal; 4) The person signing this aid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification,and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term.Failure to agree will render your proposal non-responsive and it will not be considered. 180306-Future Com,LTD-Page 6 of 21 50 Texas HB 89-Texas Government code§2270 Texas 2017 House Bill 89 has been signed into law by the YES compliance governor and as of September 1,2017 will become law codified as Texas Government Code§2270 and 808 at The relevant section addressed by this farm reads as follows: Texas G—ovemment Code Sec.2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter 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. I verify by my"YES"response to this attribute that,as a company submitting a proposal to this solicitation,that I am authorized to respond for the company and affirm that the company(1)does not boycott Israel;and(2)will not boycott Israel during th a term of this contract,or any contract with the above-named Texas governmental entity in the future. I further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid,that TIPS will be notified in writing by email to TIPS@TIPS-USAcom within one(1)business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq.shall result In a"no award"determination by TIPS and if a contract exists with TIPS,be groundstbr immediate contract termination without penalty to TIPS and Education Service Center Region 8. FAILURE TO RESPOND'YES'WILL RESULT IN NO CONSIDERATION OF YOUR PROPOSAL. I swear and affirm that the above is true and correct by a "YES"response. 51 CONFLICT OF INTEREST QUESTIONNAIRE- If you have a conflict of interest as described it this form No FORM CIQ or the Local Government Code Chapter 176,cited therein- you are required to complete and file with TIPS,Richard Powell,4845 US Highway 271 North,Pittsburg Texas 75686 You may find the Blank CIQ form on our website at: Copy and Paste the following link into a new browser or tab: https:/Avww.tips-usa.com/assets/documents/docs/CIQ.pdf Do you have any conflicts under this statutory requirement? 52 Filing of Form CIQ If yes(above),have you filed a farm CIO as directed here? No 53 Regulatory Standing I certify to TIPS for the proposal attached that my Yes company is in goad standing with all governmental agencies Federal or state that regulate any part of our business operations.If not,please explain in the next attribute question. 54 Regulatory Standing Regulatory Standing explanation of no answer on previous question. 180306-Future Com, LTD-Page 7 of 21 55 Antitrust Certification Statements(Tex. By submission or this bid or proposal,the Bidder certifies (No Response Required) Government Code§2155.005) that: I affirm under penalty of perjury of the laws of the State of Texas that: (1)1 am duly authorized to execute this contract on my own behalf or on behalf of the company,corporation,firm. partnership or individual(Company)listed below; (2)In connection with this bid,neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act,Tex.Bus. &Comm,Code Chapter 15; (3)In connection with this bid,neither I nor any representative of the Company has violated anyfederal antitrust law: (4)Neither I nor any representative of the Company has directly or Indirectly communicated any of the contents of this bid to a competitor of the Company or any other company,corporation,firm,partnership or individual engaged in the some line of business as the Company. 180306-Future Com,LTD-Page 8 of 21 56 Suspension or Debarment Instructions Instructions for Certification: (No Response Required) r.By agreeing to the Attribute question#5 vendor and prospective vro lower her participant is p g the certification set out herein in accordance ese instructions. 2.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered Into.If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government,the department or agency with which this transact on originated may pursue available remedies,including suspension and/or debarment. 3.The prospective lower tier participant shall provide irtmediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by(reason of changed circumstances. 4.The terms'covered transaction,"'debarred,' 'suspended,'Ineligible,"lower tier covered transaction," 'Participants,''person;'primary covered transaction,' 'principal:'proposal'and Voluntarily excluded.'as used in this douse,have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549.You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5.The prospective lower her participant agrees by submitting this form that,should the proposed veered transaction be entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,suspended,declared ineligible or voluntarily excluded from participation In this covered transaction, unless authorized by the department or agency with which this transaction originated. 6.The prospective lower tier participant further agrees by submitting this forth that it will include this clause titled 'Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction"without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7 A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that It is not debarred,suspended, ineligible or voluntarily excluded from the covered transaction,unless it knows that the certification is erroneous.A participant may decide the method and frequency by which it determines the eligibility Df Its principals.Each participant may,but is not required to, check the Nonproeurement List. 8.Nothing contained In the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of t;usiness dealings. 9.Except for transactions authorized under paragraph 5 of these instructions,if a participant in a covered transaction knowingly enters into a lawyer tier covered transaction with a person who is suspended,debarred,ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government,the department or agencywith which this 180306-Future Com,LTD-Page 9 of 21 transaction originated may pursue available remedies, including suspension and/or debarment. 57 Suspension or Debarment Certification Debarment and Suspension(Executive Orders 12549 and Yes 12689)—A contract award(see 2 CFR 180.220)must not be made to parties listed on the governmentwlde exclusions in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Camp.,p.189)and 12689(3 CFR part 1989 Camp.,p.235)."Debarment and Suspension'SAM Exclusions contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority other then Executive Order 1250. By submitting this after and certifying this section,this bidder: Certifies Mat no suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. 58 Non-Di=imination Statement and Certillcation In accordance with Federal civil rights law,all U.S. Yes Departments,Including the U.S.Department dAgriculture (USDA)civil rights regulations and policies,the USDA,its Agencies,oltices,and employees,and Institutions participating In or administering USDA programs are prohibited from dIwAnitnoting based on race,cola, national origin,religion,sex,gender Identity(including gender expression),sexual orientation,disability,age, marital status,family/parental status,Income derived from a public assistance program,political beliefs,or reprisal or retaliation for prior civil rights activity,In any program or activity conducted or funded by USDA(not all bases apply to ae programs).Remedies and complaint filing deadlines vary by program or Incident. Persons with dlsablllties who require alternative means or communication for program information(e.g.,Braille,large print,audiotape,American Sign Language,etc.)should contact the responsible Agency or USDA's TARGET Center at(202)720-2600(volce and TTY)or contact USDA through the Federal Relay Service at(800) $77-8339.Additionally,program information may be made available In languages other than English. To fie a prooram discrimination complaint,complete the USDA Program Discrimination Complaint Forth,AD•3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the Information requested In the form.To request a copy of the complaint farm,call(866)632-9992.Submit your completed form or letter to USDA by:(1)mail:U.S. Department of Agriculture,OMce of the Assistant Secretary for Civil Rights,1400 Independence Avenue, SW,Washington,D.C.20250-9410;(2)fax:(202) 690-7442;or(3) email:program.intakeQu sda.gov. (Title M of the Education Amendments of 1972;Section 504 of the Rehabilitation Act of 1973;the Age Discrimination Act or 1975;Title 7 CFR Parts 15.15a,and 15b;the Americans with Disabilities Act;and FNS Instruction 113-1,Civil Rights Compliance and Enforcement—Nutrition Programs and Activities) All U.S.Departments,Including the USDA are equal opportunity provider,employer,and lender. Not a negotiable term.Failure to agree will render your 180306-Future Com,LTD-Page 10 of 21 proposal non-responsive and it will not be considered.I certify that in the performance of a contract with TIPS or its members,that our company will conform to he foregoing anti-discrimination statement and comply with the cited and all other applicable laws and regulations. 59 2 CFR PART 200 Contract Provisions Required Federal contract provisions of Federal (No Response Required) Explanation Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed tithe procurement Is funded in any pert with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subreciplent by definition.Most of he provisions are located in 2 CFR PART 200-Appendix 11 to Pert 200—Contract Provisions for Non-Federal Entry Contracts Under Federal Awards at 2 CFR PART 200.Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non-Federal entity,all contracts rna,ie by the non-Federal entity under the Federal award rrKist contain provisions covering the fallowing,as applicable. 60 2 CFR PART 200 Contracts Contracts for more than the simplified acquisition threshold Yes currently set at$150,000,which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils)as authorized by 41 U.S.C.1908,must address administrative,contractual,or legal remedies in Instances where contractors violate or breach contract tams,and provide for such sanctions and penalties as appropriate. Notice:Pursuant to the above,when federal hinds are expended by ESC,Region 8 and TIPS Members,ESC, Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regul itions with respect to this procurement In the event of[reach of contract by either party. Does vendor agree? 61 2 CFR PART 200 Termination Termination for cause and for convenience by the grantee Yes or subgrantee including the manner by which It will be effected and the basis for settlement.(AII contracts in excess of$10,000) Pursuant to the above,when federal funds are expended by ESC Region 8 and TIPS Members,ESC Region 8 and TIPS Members reserves the right to terminate any agreement In excess of$10,000 resulting from this procurement pro;ess for cause after giving the vendor an appropriate opportunity and up to 30 days,to cure the causal breach of terms and conditions.ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of$10,000 resulting from this procurement process for convenience with 30 days notice In writing to the awarded vendor.The vendor would be compensated for work performed and goods procured as of the termination date If for convenience of the ESC Region 8 and TIPS Members.Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the fight to purchase goads and services from other vendors when It Is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? 130306-Future Cote,LTD-Page 11 of 21 62 2 CFR PART 200 Clean Air Act Clean Air Act(42 U.S.C.7401-7671q.)and the Federal Yes Water Pollution Control Act(33 U.S.C.1251-1387),as amended--Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act(42 U.S.C.7401-7671q)and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). Pursuant to the Clean Air Ad,at al above,when federal funds are expended by ESC Region 8 and TIPS Members, ESC Regan 8 and TIPS Members requires that the proposer certify that during the term of an award by the FSC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations,including all of the terms listed and referenced therein. Does vendor agree? 63 2 CFR PART 200 Byrd Anti-Lobbying Byrd Anti-Lobbying Amendment(31 U.S.C. Yes Amendment 1352)—Contractors that apply or bid for an award exceeding$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for Influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C.1352.Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the non-Federal award. Pursuant to the above,when federal funds are expended by ESC Region 8 and TIPS Members,ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? 64 2 CFR PART 200 Federal Rule Compliance with all applicable standards,orders,or Yes requirements issued under section 306 of the Clean Air Act(42 U.S.C.1857(h)),section 508 of the Clean Water Act(33 U.S.C.1368),Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15).(Contracts,subcontracts,and subgrants of amounts in excess of$100,000) Pursuant to the above,when federal funds are expended by ESC Region 8 and TIPS Members,ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts,subcontracts,and subgrants of amounts in excess of$100,000,the vendor will be in compliance with all applicable standards,orders,or requirements issued under section 306 of the Clean Air Act(42 U.S.C.1857(h)),section 508 of the Clean Water Act(33 U.S.C.1368),Executive Order 11738,and Environmental Protection Agency regulations(40 CFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? 180306-Future CORM, LTD-Page 12 of 21 65 2 CFR PART 200 Procurement of Recovered A non-Federal entity that is a state agency or agency of a Yes Materials political subdivision of a state and its contractors must campy with section 6002 of the Solid Waste CAsposal Ad, as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition,where the purchase price of the Rem exceeds$10,000 cur the value of the quantity acquired during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified In the EPA guidelines. Does vendor certify that R is in compliance with the Solid Waste Disposal Act as described above? 66 Indemnification The ESC Region 8 and TIPS is a Texas Political Yes Subdivision and a local governmental entity;therefore,is prohibited from indemnifying third parties pursuant to the Texas Constitution(Article 9,Section 52)except as s)ecificatly provided bylaw or as ordered by a court of competent Jurisdiction.A provision In a contract to Indemnity or hold a party hermlers is a promise to pay for any expenses the in damnified party incurs,if a specified event occurs,such as breaching the terms of the contract or negligently perfomming duties under the contract.Article III,Section 49 or the Texas Constitution states that"no debt shall be created by or on behalf of the State 'The Attorney General h as counseled that a contractually Imposed obligation of Indemnity creates a'debt'in the constitutional sense.Tax.AR'y Gen.Op.No.MW-475 (1982).Contract clauses which require the System or institutions to Indemnify must be deleted or qualified with"to the extent permitted by the Constitution end Laws of the Date of Texas.'Liquidated damages,attorneys fees,waiver of vendor's liability,and weaver of statutes of limitations clauses should also be deleted or qualified with'to the extent permitted by the Constitutioi and laws of State of Texas.' Not a negotiable term.Failure to agree will render your proposal non-responsive and It will not be considered.Do you agree to these terms? 1 E03W-Future Com, LTD-Page 13 of 21 67 Remedies The parties shall be entitled to exercise any right or Yes,I Agree remedy available to it either at law or in equity,subject to the choice of law,venue and service of process clauses limitations agreed herein. Nothing In this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances.Any Claim arising out of or related to the Contract,except for those speclfically waived under the terms of the Contract,may,after denial of the Board of Directors,be subject to mediation at the request of either parry.Any issues not resolved hereunder must be referred to non-binding medation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the medletces fee and any associated filing fee equally.Mediation shall behold In Camp or Titus County, Texas.Agreements reached In mediation shall be reduced to writing,and will be subject to the approval by the District's Board of Directors,signed by the Parties it approved by the Board of Directors,and,if signed,shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these tams? 68 Remedies Explanation of No Answer 69 Choice of Law This agreement and any addenda or other additions and Yes all contracts or awards resulting from this procurement process,however described,shall be governed by, construed and enforced In accordance with the laws of the State of Texas,regardless of any conflict of laws principles. Not a negotiable term.Failure to agree will render your proposal non-responstva and it will not be considered.Do you agree to these terms? 70 Jurisdiction and Service of Process Any Proceeding arising out of or relating to this Yes procurement process or any contract Issued by TIPS resulting from or any contemplated transaction shall be brought In a court of competent jurisdiction in Camp County,Texas and each of the parties Irrevocably submits to the exclusive jurisdiction of said court in any such proceeding,waives any objection it may now or hereafter have to venue or to convenience of forum,agrees that all claims in respect of the Proceeding shall be heard and determined only In any such court,and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or bath of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocaW to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world.Venue clauses in contracts with TIPS members may be determined by the parties. 180306-Future Com, LTD-Page 14 of 21 Not a negotiable term.Failure to agree will rei ider;,our proposal non-responsive and it will not be con iiderea.Do you agree to these terms? 71 Alternative Dispute Resolution Prior to filing of litigation,the parties may sele;t Yes,I Agree non-binding mediation as a method of conflict esolution for issues arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction.The parties agree I iot if nonbinding mediation Is chosen as a resolution process,une parties must agree to the chosen mediators)and that all mediation venue shall be at a location in Camp or Titus, County,Texas agreed by the parties.The parties agree to share equally the cost of the mediation process and venue cost. Do you agree to these terms? 72 Alternative Dispute Resolution Explanation of No Answer 73 Infringement(s) The successful vendor will be expected to indemnify and Yes,I Agree hold harmless the TIPS and its employees,officers, agents,representatives,contractors,assignees and designees from any and all third party claims and judgments involving infringement of patent,copyright, trade secrets,trade or service marks,and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded and approved. Do you agree to these terms? 74 Infringement(s)Explanation of No Answer 75 Acts or Omissions The successful vendor will be expected to indemnify and Yes,I Agree hold harmless the TIPS,its oticers,employees,agents, representatives,contractors,assignees and designees from and against any and all liability,actions,claims, demands or suits,and all related costs,attorneys fees and expenses arising out of,or resulting from any ads or omissions of the vendor or its agents,employees, subcontractors,or suppliers in the execution or performance of any agreements ultimately made by TIPS and the vendor. Do you agree to these terms? 76 Acts or Omissions Explanation of No Answer 77 Contract Governance Any contract made or entered Into by the TIP$is subject Yes to and is to be governed by Section 271.151 sect,Tex Loc Gott Code.Otherwise,TIPS does not Its governmental immunities ftom suit or liability,socept to the extent expressly waived by other applicable lain In clear and unamblgucus language. 1,0306-Future Com, LTD-Page 15 of 21 78 Payment Terms and Funding Out Clause Payment Terms: Yes TIPS or TIPS members shall not be liable for interest or late payment fees on pest due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the 71PS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations. including Texas Local Government Code§271.903,or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s)for specifics or consult your legal counsel. Not a negotiable term.Failure to agree will render your proposal non-responsive and it will not be considered. Do you agree to these terms? 79 Insurance and Fingerprint Requirements Insurance (No Response Required) Information If applicable and your staff will be on TIPS member premises for delivery,training or Installation etc.and/or with an automobile,you must carry automobile insurance as required by law.You may be asked to provide proof of insurance. Fingerprint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code.The Texas Education Code, Chapter 22,Section 22.0834.Statutory language may be found at:http:/ANww.statutes.legs.state.tx.us/ If the vendor has staff that meet both of these criterion: (1)will have continuing duties related to the contracted services;and (2)has or will have direct contact with students Then you have'covered'employees for purposes of completing the attached farm. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law.If you have questions on hair to comply,see below.If you have questions on compliance with this code section,contact the Texas Department of Public Safety Non-Criminal Justice Unit,Access and Dissemination Bureau, FAST-FACT at NCJU@b(dps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS.Texas DPS phone number is(512)424-2474. See forth in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees 180306-Future Com, LTD-Page 16 of 21 80 Texas Education Code Chapter 22 Contractor Introduction:Texas Education Code Chapter:22 requires Some Certification for Contractor Employees entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees.Contractors must certify to the district that they have complied.Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions:Covered employees:Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have dired contact with students.The District will be the final arbiter&what constitutes direct contact with students.Disqualifying criminal history:Any conviction or other criminal history information designated by the District,or one of the following offenses,if et the time of the offense,the victim was under 18 or enrolled in a public school: (a)a felony offense under THk 5,Texas Pena Code;(b) an offense for which a defendant is required to register as a sex offender under Chapter 62,Texas Code of Criminal Procedure;or(c)an equivalent offense under federal law or the laws of another state. I certify that: NONE(Section A)of the employees of Contractor and any subcontractors are covered employees,as defined above. If this box is checked,I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor wig not become covered employees.Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME(Section B)or all of the employees of Contractor and any subcontractor are covered employees,If this box is checked,I further certify that: (1)Contractor has obtained all required criminal history record information regarding its covered employees.None of the covered employees has a disqualifying dAmlnal history. (2)if Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3)Upon request,Contractor will provide the CBstrict with the name and any other requested information of covered employees so that the District may obtain crimmnal history record information on the covered employees. (4)If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information,Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. 81 Solicitation DeviotionlComgliancc Does the vendor agree with the General Conditions Yes Standard Terms and Conditions or hem Specifications listed in this proposal invitation? 1 E0306-Future Com, LTD-Page 17 of 21 82 Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation,all such deviations must be listed on this attribute,with complete and detailed conditions and information included or attached. TIPS wig consider any deviations in its proposal award decisions,and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute.the proposer assures TIPS of their full compliance with the Standard Terms and Conditions,Item Specifications,and all other information contained in this Solicitation. 83 Agreement Deviation/Compliance Does the vendor agree with the language in the Vendor No Agreement? 180306-Future COM, LTD-Page 18 of 21 84 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor See:Response Attachments, Agreement language,all such deviations must be listed on Section 12"Supplementary". Info is this attribute,with complete and detailed conditions and same as below but easier to read information included-TIPS will consider any deviations in format/ its proposal award decisions,and TIPS reserves the right Redlined Requested exceptions and to accept or reject any proposal based upon any deviations deviations to the TIPS Vendor indicated belay.In the absence of any deviation entry on Agreement-RFP 180306 this attribute.the proposer assures TIPS of their full Technology Solutions and Products compliance with the Vendor Agreement. and Services. Warranty Conditions All supplies equipment and services shall include manufacturer's minimum standard warranty unless otherwise agreed to in writing.Vendor shall bean authorized dealer,distributor or manufacturer for all products.All equipment proposed shall be new unless clearly stated in writing. Language to be added to Warranty Warranty Disclaimer FUTURE COM,LTD.MAKES AND CUSTOMER RECEIVES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED,AND THERE ARE EXPRESSLY EXCLUDED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer Support The Vendor shall provide timely and accurate customer support to TIPS members.Vendors shall respond to such requests within one (1)working day after receipt of the request.Venda shall not provide training regarding products and services supplied by the Vendor unless otherwise clearly stated in writing at the time of purchase.(Unless training is a line item sold or packaged and must be purchased with product.) Language to the added to agreement Limitation of Liability CUSTOMER AGREES THAT FUTURE COM,LTD.SHALL HAVE NO LIABILITY TO CUSTOMER FOR CONSEQUENTIAL,EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY WORK PRODUCT,EVEN IF FUTURE COM,LTD.HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH THE EXCEPTION OF DIRECT DAMAGES TO CUSTOMER RESULTING FROM 1130306-Future Corn, LTD-Page 19 of 21 IT'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.IN NO EVENT SHALL FUTURE COM,LTD.BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER HEREUNDER. 85 Texas Business and Commerce Code§272 SIB 807 prohibits construction contracts to have provisions (No Response Required) Requirements as of 9-1-2017 requiring the contract to be subject to the laws of another state,to be required to litigate the contract in another state,or to require arbitration in another state_ A contract with such provisions is voidable.Under this new statute,a "construction contract"includes contracts,subcontracts,or agreements with(among others)architects,engineers, contractors,construction managers,equipment lessors,or materials suppliers. 'Construction contracts"are for the design,construction,alteration,renovation,remodeling,or repair of any building or improvement to real property,or for furnishing materials or equipment for the project. The term also Includes moving,demolition,or excavation. BY RESPONDING TO THIS SOLICITATION,AND WHEN APPLICABLE,THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE §272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. 180306-Future Com, LTD-Page 20 of 21 Line Items Response Total: $0.00 180306-Future CORM, LTD-Rage 21 of 21 REFERENCES Please provide three(3)references,preferably from school districts or other governmental entities who have used your services within the last three years.Additional references may be required.DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. You may provide more than three(3)references. Entity Name Contact Person Email Phone North Central Texas Council of Governments Brett Ogletree bogletree@nctcog.org 817-695-9162 Texas Wesleyan University Gregg Flowers lowers@txwes.edu (817)333-1246 Texas Tech University Health Science Center Andrew Howard andrew.howard@ttuhsc.edu 806 743.1234 University of North Texas Richard Anderson rich.anderson@untsystem.edu 940-369.8372 Neselkn Dealers Nesellrr(Dea-1 Name Address 1,,N 5tale kip I(ontut Name "I.Wl (.-"Po- (onbn Far (omP.nYwebo, hdum(om.t ID 36M Wikam D I—Pve.,Seine 3UU liiaperne Ix /6U51 Mark Wllumsun mark.w41umsonC1:4d net BI1510 I1U5 sil 51U-1159 www nMuluic<o m.ram RFP 180306 Technology Solutions Products and Services(2) Certification Regarding Lobbying Applicable to Grants,Subgrants,Cooperative Agreements,and Contracts Exceeding$100,000 in Federal Funds. Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352,Title 31,U.S.Code.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Any person who fails to file the required certification shall be subject to a civil penalty of not less than S10,000 and not more than$100,000 for each such failure. The undersigned certifies.to the best of his or her knowledge and belief,that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress, an officer or employee of congress,or an employee of a Member of Congress in connection with the awarding of a Federal contract,the making of a Federal grant,the making of a Federal loan,the entering into a cooperative agreement,and the extension,continuation,renewal,amendment,or modification of a Federal contract,grant, loan,or cooperative agreement, (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of congress,or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"disclosure Form to Report Lobbying,"in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding$100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. Future Com, LTD. Name of Organization 3600 William D. Tate Ave., Ste. 300, Grefev:oe, Tx 76051 Address,City,State and Zip of Organization Mark Williamson, CFO Name&Title of Su mittin ic' t 03/13/2018 ignatu- Date RFP 190306 Technology Solutions Products and Services(2) FELONY CONVICTION NOTICE FOR RESPONSE TO TIPS SOLICITATION Statutory citation covering notification of criminal history of contractor is found in the Texas Education Code#44.034.Following is an example of a felony conviction notice: State of Texas Legislative Senate Bill No.1,Section 44.034,Notification of Criminal History,Subsection (a),states"a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection(b)states"a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection(a)or misrepresented the conduct resulting in the conviction.The district must compensate the person or business entity for services performed before the termination of the contract." THIS NOTICE IS NOT REQUIRED OF A PUBLICLY-HELD CORPORATION Complete only one of the three below: A or B or C. I,the undersigned agent for the firm named below,certify that the information concerning notification of felony convictions has been reviewed by me and the following information furnished is true to the best of my knowledge. Official: Nark �f�la .')MSoh Print Authorized Company Official's Name A. My firm is a publicly held corporation;therefore,this reporting requirement is not applicable. Signature of Authorized Company Official: OR B. My firm is not owned nor operated by anyone who has bee onv' ted a fe Signature of Authorized Company Official: OR C. My firm is owned or operated by the following individual(s)who has/biave been convicted of a felony: Name of Felon(s): Details of Conviction(s): You may attach anther sheet Signature of Authorized Company Official: RFP 180306 Techndop Solutions Products and Services(2) Federal Requirements for Procurement and Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms. The Education Service Center Region 8 and TIPS Members anticipate possibly using federal funds for procurement under this potential award and is required to obtain the following compliance assurance. 1. Will you be subcontracting any of your work under this award if you are successful? (Check one) YES or NO© 2. If yes to Q,do you agree to comply with the following federal requirements? (Check one) YES or NOF] 2 CFR§200.321 Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms. (a)The non-Federal entity must take all necessary affirmative steps to assure that minority businesses,women's business enterprises,and labor surplus area firms are used when possible. (b)Affirmative steps must include: (1)Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3)Dividing total requirements,when economically feasible,into smaller tasks or quantities to permit maximum participation by small and minority businesses,and women's business enterprises; (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses,and women's business enterprises; (5)Using the services and assistance,as appropriate,of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce;and (6)Requiring the prime contractor,if subcontracts are to be let,to take the affirmative steps listed in paragraphs (1)through(5)of this section. Company Name Future Com, LTD. Print name of authorized representative Mark Williamso Signature of authorized representative Date 03/13/2018 RFP 180306 Technology Solutions Products and Services(2) Texas Government Code 2270 Verification Form Texas 2017 House Bill 89 has been signed into laws by the governor and as of September I,2017 will become law codified as Texas Government Code§2270 and 8,08 et seq. The relevant section addressed by this form reads as follows: Texas Government Code Sec.2270.002. PROVISION REQUIRED IN CONTRACT. A governmental entity may not enter 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. 1, Abrk W/'Jliamsm as an authorized representative of FaUrd `OM P Mir a contractor/vendor Insert Name of Company engaged by ESC Region 8/The Interlocal Purchasing System(TIPS) 4845 Highway 271 North Pittsburg,TX,75686 verify by this writing that the above-named company affirms that it(1)does not boycott Israel; and(2)will not boycott Israel during the tern of this contract,or any contract with the above- named Texas governmental entity in the future. 1 further affirm that if our company's position on this issue is reversed and this affirmation is no longer valid,that the above-named Texas governmental entity will be notified in writing within one(1)business day and we understand that our company's failure to affirm and comply with the requirements of Texas Government Code 2270 et seq.shall be grounds for immediate contract termination without penalty to the above-named Texas governmental entity. AND our company is not listed on and we do not do business with companies that are on the the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign- terrorist.pdf I swear and affirm tVthe abov d correct. Si na ure o amed Aut orized Company Representative Date RFP 180306 Technology Solutions Products and Services(2) FAILURE TO PROPERLY COMPLETE THIS FORM AND SUBMIT WITH YOUR RESPONSE MAY RESULT IN A WAIVER OF YOUR RIGHTS UNDER THE LAW TO MAINTAIN CONFIDENTIALITY TREATMENT OF SUBMITTED MATERIALS. CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS IS GOVERNED BY TEXAS GOVERNMENT CODE,CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subject to public disclosure pursuant to Chapter 552 Tex Gov't Code or other law(s),you must make a SW of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan,name"CONFIDENTIAL"and upload with your proposal submission.(You must include the confidential information in the submitted proposal as well,the copy uploaded is to indicate which material in your proposal,if any,you deem confidential in the event the District receives a Public Information Request.)Education Service Center Region 8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law.Pricing of solicited product or service may be deemed as public information under Chapter 552 Tex Gov't Code.The Office of Texas Attorney General shall make the final determination whether the information held by Education Service Center Region 8 and TIPS is confidential and exempt from public disclosure. If you claim that parts of your proposal are confidential,complete the top section below. I claim part of my proposal to be confidential and DO NOT desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process(e.g.RFP,CSP,Bid,RFQ,etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS.The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec.552 or other law(s)and I invoke my statutory rights to confidential treatment of the enclosed materials. F1,4Gf 2 COM I LT)- Name of company claiming confidential status of material Mark wt llia►rt A CF0 Printed Name and Title of authorized company officer claiming confidential status of material R00 lI iNiaw I, fate Ave.}Ste 3DO Gf ed,ne. TX 760SI $17-510-- IIDS Address City State ZIP Phone ATTACHED ARE COPIES OF917 PA ES OF CONFIDENTIAL MATERIAL FROM OUR PROPOSAL Signature a 3/13 /a I1� OR ----------------------------------------- - ------- ---- - -- If you do not claim any of your proposal to be confidentiul,complete the section below only. Express Waiver:I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process(e.g.RFP,CSP,Bid,RFQ,etc.)by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. Printed Name authorized company officer Title of authorized company officer Address City State ZIP Phone Signature Date M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT REFERENCE **M&C 19- 04P2019 FUTURE COM DATE: 9/10/2019 NO.: 0129 LOG NAME: NETWORK EQUIPMENT CC ITS CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize a Purchase Agreement with Future Conn LTD for Purchase of Network Software, Hardware, and Related Services to Upgrade Existing Systems at the Datacenters using the Interlocal Purchasing System Cooperative Agreement No. 180306 for the Combined Total of$713,000.00 for the Information Technology Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that City Council authorize the execution of a purchase agreement with Future Com LTD for purchase of network software, hardware, and related services to upgrade existing systems at the datacenters using The Interlocal Purchasing System Cooperative Agreement No. 180306 for the combined total of$713,000.00 for the Information Technology Department. DISCUSSION: The City has datacenters which are used to direct the network traffic across the services. They are equipped with devices such as industry standard load balancers, which evenly direct the network traffic across the servers, surveillance cameras and equipment, and switch connectors, which connect individual devices across the network and ensure fast network speeds. At this time, select pieces of hardware in the City's datacenters are aging and do not mirror the capabilities of new equipment. To ensure that a viable backup is available in the event of a network failure, purchases will be made to upgrade the network equipment to maintain industry standards. The Information Technology Solutions Department (ITS) will use this Purchase Agreement for the purchase equipment such as load balancers, network software, hardware, switch connectors, and related services for the data center, as well as refresh aging wireless network equipment throughout the City Departments. PRICE ANALYSIS: The Interlocal Purchasing System (TIPS) contract offers fixed pricing. Staff has reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing Agreement satisfies any state law requiring that the local government seek competitive ids for purchase of the item. TIPS Contracts are competitively bid to increase and simplify the purchasing power of government entities. M/WBE OFFICE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, these Agreements will commence and will expire in accordance with the terms and conditions of the cooperative contract. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the recommendations, funds are available in the current operating and capital budget, as appropriated, of the General and ITS Capital Funds. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27277&councildate=9/10/2019 9/20/2019 M&C Review Page 2 of 2 Prior to an expenditure being made, the participating department as the responsibility to validate the availability of funds. BQ N\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID t Year (Chartfield 2) FROM _ Fund Department Account Project Program Activity Budget Reference# Amount ID ......................_...__...__._._.._ ___ t�.______...__.___...___.___ Year Chartfield 2 Submitted for City Manager's Office by: Kevin Gunn (2015) Originating Department Head: Reginald Zen (8517) Cynthia Garcia (8525) Additional Information Contact: Cristina Camarillo (8355) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp?ID=27277&councildate=9/10/2019 9/20/2019