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HomeMy WebLinkAboutContract 54049 CSC No.54049 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Carahsoft Technology Corp, a Virginia Corporation ("Vendor") to purchase SalesForce product licenses and professional consultant services under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents")which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement"); 2. Schedule B—Texas Department of Information Resources Cooperative Contract# DIR-TSO-4288; and 3. Schedule C—Government—Price Quotation("Quote") All the Schedules which are attached hereto and incorporated herein are made a part of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both, but only to the extent allowable under the Cooperative Contract. The Parties agree that,in the event that this Cooperative Contract expires or is not renewed, and the Vendor is awarded a new Cooperative Contract with substantially similar terms,the Coop Purchase will be amended to reflect the new Cooperative Contract Number. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed $129,028.08 for implementation costs between the Initial Term and the first Renewal Term and $24,385.21 for maintenance in the Initial Term and each Renewal Term thereafter. There is $111,852.69 of implementation costs remaining to be paid to the vendor. The Coop Purchase shall become effective as of June 12,2019("Effective Date")and shall expire February 21, 2021 ("Expiration Date"), the "Initial Term" unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for an unlimited number of renewals at City's option, each a"Renewal Term."City shall provide Vendor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follows) Typo text here �( J UAL ls�(SC�fnilU nil �? Cooperative Purchase Page `0 1 �f Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: Valerie Washington(Jun 22,2n2n 12:02 CDT) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: Jun 22,2020 Digitay Date:E020.06a y signed b Leah o0:22 Huff By: Approval Recommended: Name: Leah Huff Title: Sr. IT Solutions Manager Roger A Wright Date:l020.0signed by 17:18: A 06'00' Approved as to Form and Legality: Date:2020.06.16 17:16:50-05'00' PP g t3': By: Name: Roger Wright John Strong Digitally signed by John Strong Title: Interim Director,IT Solutions Date:2020.06.18 14:58:55 05'00' By: ti•.� Y Attest: ' . Name: John B. Strong Title: Assistant City Attorney YA -A-: 4 i C� lrontract Authorization: By: rv // 0` &C: NA Name: Mary J. Kayser : Title: City Secretary VENDOR: Carahsoft Technology Corp By: //- /-- ' 'MZ66L Name: Kristina Smith Title: Contracts Director Date: 6-8-20 01 ��u�7 ffT WfowTH,;7/ Cooperative Purchase Page 2 of 31 FORT WORTH. 1. Termination. 1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time,the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. Cooperative Purchase Page 3 of 31 2.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify,delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three (3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. Cooperative Purchase Page 4 of 31 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. Cooperative Purchase Page 5 of 31 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright,trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 5.3.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement.If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s)at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an Cooperative Purchase Page 6 of 31 assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 6.2. MBE Goal-Omitted 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 7.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors&Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; Cooperative Purchase Page 7 of 31 $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include,but not be limited to,the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and Cooperative Purchase Page 8 of 31 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials,agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend Cooperative Purchase Page 9 of 31 the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Carahsoft Technology Corporation Attn: Assistant City Manager Attn: Kristina Smith 200 Texas Street 11493 Sunset Hills Road Fort Worth TX 76102 Reston,VA 20190 Facsimile: (817)392-8654 Facsimile: (703) 871-8505 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Cooperative Purchase Page 10 of 31 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. Cooperative Purchase Page 11 of 31 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC")of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(1-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. Cooperative Purchase Page 12 of 31 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. 27. Reporting Requirements. 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing,storage,or communication facilities that are connected or related to the device. 27.1.4. Computer technician means an individual who,in the course and scope of employment or business, installs,repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. Cooperative Purchase Page 13 of 31 Schedule B Cooperative Agreement Texas Department of Information Resources DIR-TSO-4288 https:Hdir.texas.goy/View-Search/Contracts-Detail.aspx?contractnumber=DIR-TSO- 4288&keyword=4288 Carahsoft Technology Corporation Vendor ID 1522199693700 DER Contract Number DIR-TSO-4288 URL Vendor Website Contract Term End 2/21/2021 HUB Type Non HUB Date Contract Exp Date 2/21/2025 Contact Carahsoft Technology Corporation Contact DIR Contact Kai Hollenhorst Contact Maria Gutierrez Phone (703)230-7536 Phone (512)463-8989 Fax (703) 971-8505 Fax (512)475-4759 Contract Overview Carahsoft Tecfi nology Corporation offers Software, including Software as a Service, Products and Related Services, Carahsoft offers multiple brands including DocuSign and Salesforce. Customers can purchase directly through this DIR contract. Contracts may be used by state and local government, public education, other public entities in Texas, as well as public entities outside the state. There are numerous resel lers for this contract. Cooperative Purchase Page 14 of 31 Schedule C uote Cooperative Purchase Page 15 of 31 GOVERNMENT - PRICE QUOTATION CARAHSOFT TECHNOLOGY CORP ca ra hsof tm 1860 MICHAEL FARADAY DRIVE I SUITE 100 RESTON,VIRGINIA 20190 PHONE(703)871-8500 1 FAX(703)871-8505 TOLL FREE(888)66CARAH WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM TO: Krishna Mohan Gollamudi FROM: Greg Sims City of Fort Worth Carahsoft Technology Corp. 200 Texas ST 1860 Michael Faraday Drive Fort Worth,TX 76102 USA Suite 100 Reston,Virginia 20190 EMAIL: KrishnaMohan.Gollamudi@fortworthtexas.gov EMAIL: Greg.Sims@carahsoft.com PHONE: (817)392-2895 PHONE: (703)889-9764 FAX: (703)871-8505 TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 16270788 Expiration Date:February 21,2023 QUOTE DATE: 06/12/2019 FTIN:52-2189693 QUOTE EXPIRES: 06/28/2019 Shipping Point:FOB Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX Remit To:Same as Above SHIPPING: ESD Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $39,258.00 Texas VID#. 1522189693700 Sales Tax May Apply TOTAL QUOTE: $39,258.00 LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE 1 PS-SE Professional Services-Software Engineer-Per $196.29 OM 20 $3,925.80 Hour Design and Analysis Carahsoft Technology Corporation-PS-SE 2 PS-SE Professional Services-Software Engineer-Per $196.29 OM 100 $19,629.00 Hour Configuration Carahsoft Technology Corporation-PS-SE 3 PS-SE Professional Services-Software Engineer-Per $196.29 OM 20 $3,925.80 Hour Reporting and Dashboards Carahsoft Technology Corporation-PS-SE 4 PS-SE Professional Services-Software Engineer-Per $196.29 OM 20 $3,925.80 Hour Training Carahsoft Technology Corporation-PS-SE 5 PS-SE Professional Services-Software Engineer-Per $196.29 OM 40 $7,851.60 Hour Project Management Carahsoft Technology Corporation-PS-SE SUBTOTAL: $39,258.00 TOTAL PRICE: $39,258.00 TOTAL QUOTE: $39,258.00 CONFIDENTIAL QUOTE DATE: 0 611 2/2 01 9 PAGE 1 of 1 QUOTE NO: 16270788 GOVERNMENT - PRICE QUOTATION CARAHSOFT TECHNOLOGY CORP 11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON,VIRGINIA 20190 ca ra hsof . PHONE(703)871-8500 1 FAX(703)871-8505 ( TOLL FREE(888)66CARAH WWW.CARAHSOFT.COM ( SALES@CARAFiSOFT.COM TO: Brenda Hicks-Sorensen FROM: Katarina Frustaci Assistant Director with the City of Fort Worth Economic Carahsoft Technology Corp. Development Director 11493 Sunset Hills Road City of Fort Worth Suite 100 1150 South Freeway Reston,Virginia 20190 Fort Worth,TX 76104 USA EMAIL: Brenda.Hicks-Sorensen@fortworthtexas.gov EMAIL: Katarina.Frustaci@carahsoft.com PHONE: (817)392-2606 PHONE: (703)581-6722 FAX: (703)871-8505 TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 22169034 Expiration Date:February 21,2025 QUOTE DATE: 05/29/2020 FTIN:52-2189693 QUOTE EXPIRES: 06/28/2020 Shipping Point:FOB Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX Remit To:Same as Above SHIPPING: ESD Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $24,193.55 Texas VID#:1522189693700 Sales Tax May Apply TOTAL QUOTE: $24,193.55 LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE 1 PS-SE Professional Services-Software Engineer-Per Hour $24,193.55 OM 1 $24,193.55 Coastal Cloud Professional Services Carahsoft Technology Corporation-PS-SE SUBTOTAL: $24,193.55 TOTAL PRICE: $24,193.55 TOTAL QUOTE: $24,193.55 *See SOW 22169034 for Scope of Services CONFIDENTIAL QUOTE DATE: 05/29/2020 PAGE 1 of 1 QUOTE NO: 22169034 Friday May 29, 2020 CARAHSOFT'S STATEMENT OF WORK FOR: City of Fort Worth Carahsoft Quote # 22169034 TX DIR 4288 Friday May 29, 2020 SOLUTION PROVIDED BY ©astalClaud CARAHSOFT TECHNOLOGY CORP. 11493 SUNSET HILLS ROAD,SUITE 100 RESTON,VA 20190 888.66.CARAH I WWW.CARAHSOFT.COM 7ota—dCloudas� May 29, 2020 City of Fort Worth 1150 South Freeway Fort Worth, TX 76104 Re: Carahsoft's Statement of Work(Quote#22169034) to the City of Fort Worth Dear Brenda, Carahsoft Technology Corp. appreciates the opportunity to provide a Statement of Work to the City of Fort Worth. Carahsoft is proposing City of Fort Worth Professional Services which fully meets the City of Fort Worth requirements for implementation of your Grants Management Solution. Our team has fully considered City of Fort Worth requirements, and has carefully put together a solution that will best meet your needs. Since opening its doors in 2004, Carahsoft has successfully executed over 140,000 orders to State, Local Government, Educational entities.As a top-ranked partner for City of Fort Worth, Carahsoft has delivered best value solutions to our public sector clients for over 15 years. Please feel free to contact me directly at 703.581.6722/katarina.frustaci(a)_carahsoft.com or Stephen Dickerson at 703.673.3524/Stephen.dickerson(a)_carahsoft.com with any questions or communications that will assist the East Bay Community Energy in the evaluation of our response. Thank you for your time and consideration. Sincerely, V. 7-�_ Katarina Frustaci Account Representative 7ota—dCloudas� Implementation of an accelerated Grant Management Solution to manage the Cares Act Grant program built on a Salesforce.com platform to provide City of Forth Worth with the ability to manage grant applications and funding processes and provide transparency to stakeholders. Key activities: • Implement and configure a Salesforce.com solution for grants management • Train Users through "Train the Trainer" sessions with power users • Support services for 30 days past the initial deployment Deliverables: PROCESSESDELIVERABLE ASSOCIATED ACTIVITIES& Manage Grant • Create an Application Record for the data provided Applications from Metro United Way. Determine and • Allow Staff to determine and verify eligibility Verify Eligibility Award Grants to • Allows Staff to award grants to Subrecipient Subrecipients • Allow Staff to capture award amounts and details Manage Grants • Allow Staff to enter Grant and Subrecipient and Subrecipient agreement data into the solution including Start agreements from Date, End Date, Funds Obligated, Funds Released, post-award Funds Remaining and other details as required through close-out • Setup up grant cost categories and budgets phases • Set up budgets for Subrecipient agreements • Set up Cost Categories for agreements 7ota—dcloudas� • Set up budgets for each agreement cost category • Obligate funds for Subrecipient agreements • Compliance Monitoring • Allow for taking data from Salesforce to prepare reports for reimbursement Track Grants Process via Reports and • Grants Reports & Dashboard Executive Dashboards • Provide "Train the Trainer"training sessions Provide Training • Provide Job Aids and Training Video clips 7ota—dCloudas� Assumptions: • Project kickoff May 26th • Quick start Go-Live May 29th • Platform Enhancements & Ongoing Support thru June 29th Exclusions from Scope of this current Phase: • No data migration • No Integration with other systems CON FI DFNTIALITY We acknowledge that we will have access to confidential information of the City of Fort Worth(Tonfidential Information"), whether in oral, visual or written form, which includes, but is not limited to the technical, business or other information and materials that the City of Fort Worth deems to be proprietary, confidential or trade secret information. Confidential Information shall include written information disclosed by the City of Fort Worth to us, whether disclosed before or during the term of this agreement, and other information identified as confidential or proprietary, or reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances of its disclosure. Confidential Information shall include information generated by us or our representatives that contains, reflects, or is derived from the disclosed information. Confidential Information does not include: (i) information that is or becomes publicly available independent of any act which constitutes a violation of this agreement; (ii) information that is already in our possession at the time of its disclosure by the City of Fort Worth; (iii) information that a third party discloses to us without violating any duty of confidentiality to the City of Fort Worth that exists by agreement or operation of law; (iv) information that is independently developed by us without access to Confidential Information; or (v) information that is approved for release by written authorization of the City of Fort Worth. We agree to maintain the confidentiality of the Confidential Information and to only use the Confidential Information in carrying out our rights and obligations under this agreement. Access to the Confidential Information will be restricted to only those employees who: (i) require access in the course of their assigned duties and responsibilities in connection with this agreement; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this section. In the event the disclosure of Confidential Information is required under a lawful order of a court or governmental body,we agree to promptly notify the City of Fort Worth and to provide the City of Fort Worth with a copy of the order, if permitted by applicable law. 7ota—dcloudas� PROFESSIONAL FEES AND EXPENSES Work for this project will be performed on a fixed price basis for a total cost of$24,193.55. All work will be performed remotely and there will be no approved travel or additional expenses. We expect the City of Fort Worth will pay all invoices within 30 days of invoice. In no event shall Coastal Cloud's liability hereunder exceed fees paid hereunder. We are pleased to have the opportunity to assist you,with this important project. If you have any questions or if we can be of any additional service, your Coastal Cloud contact is Bethan Flynn at bethan.flynn .coastalcloud.us/502-797-9922, and Carahsoft contact is Katarina Frustaci at Katarina.frustaci(a)_carahsoft.com/703-581-6722. 7ota—dcloudas� Carahsoft Signature: Name: Kristina Smith City of Forth Worth I&",j Signature:Valerie Washington(Jun 22,202012:02 CDT) Name: Valerie Washington Government - Price Quotation Salesforce.com Government at Carahsoft n t gY Corp.Carahsoft Technology ��` salesforce P 11493 SUNSET HILLS ROAD I Suite 100 1 Reston,Virginia 20190 6 Phone(703)871-8500 1 Fax(703)871-8505 1 Toll Free(888)662-2724 www.carahsoft.com sales@carahsoft.com Brenda Hicks-Sorensen FROM: Katarina Frustaci Assistant Director with the City of Fort Worth Economic Carahsoft Technology Corp. Development Director 11493 Sunset Hills Road City of Fort Worth Suite 100 1150 South Freeway Reston,Virginia 20190 Fort Worth,TX 76104 USA EMAIL, Brenda.Hicks-Sorensen@fortworthtexas.gov EMAIL: Katarina.Frustaci@carahsaft.com PHONE: (817)392-2606 PHONE: (703)581-6722 FAX: (703)871-8505 TERMS: DIR Contract No.DIR-TSO-4288 QUOTE NO: 22208312 Expiration Date:February 21,2025 QUOTE DATE: 06/03/2020 FTIN:52-2189693 QUOTE EXPIRES: 06/30/2020 Shipping Point:FOB Destination RFQ NO: Credit Cards:VISA/MasterCard/AMEX Remit To:Same as Above SHIPPING: ESD Payment Terms:Net 30(On Approved Credit) TOTAL PRICE: $65,576.53 Texas VID#: 1522189693700 Sales Tax May Apply TOTAL QUOTE: $65,576.53 LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE 1 PS-SE Professional Services-Software Engineer-Per Hour $52,150.54 TX DIR 1 $52,150.54 Coastal Cloud Professional Services Carahsoft Technology Corporation-PS-SE 2 205-0149 $482.86 TX DIR 13 $6,277.18 Salesforce Maps Salesforce.com,Inc.-205-0149 Start Date:06/03/2020 End Date:01/14/2021 3 205-0122 Premier+Success Plan 25%List Price/$100- $1,648.81 TX DIR 1 $1,648.81 Premier Success Plans:Premier Success Plans:%of LIST price for Lightning Sales Cloud,Lightning Service Cloud and Lightning Force 100,Employee Apps and Community-only. %of NET price for Communities and Salesforce.com,Inc.-205-0122 Start Date:06/03/2020 End Date:01/14/2021 4 205-0024 Customer Community Logins $5.50 TX DIR 1000 $5,500.00 Enterprise Edition Salesforce.com,Inc.-205-0024 Start Date:06/03/2020 End Date:01/14/2021 SUBTOTAL: $65,576.53 TOTAL PRICE: $65,576.53 TOTAL QUOTE: $65,576.53 CONFIDENTIAL QUOTE DATE: 06/03/2020 PAGE 1 of 2 QUOTE NO: 22208312 Government - Price Quotation • Salesforce.com Government at Carahsoft ca ra hsoft., Carahsoft Technology Corp. 11493 SUNSET HILLS ROAD I Suite 100 1 Reston,Virginia 20190 Phone(703)871-8500 1 Fax(703)871-8505 1 Toll Free(888)662-2724 w ui h rnm 1 sale carahso'h rnm LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE *See SOW 22208312 for Scope of Services -----Product Special Terms---- Customer Community(Logins/month) Subscriptions to Customer Community(Logins/month)may not be purchased for use by Customer employees or other personnel of Customer.Each Customer Community(Logins/month)subscription entitles the Permitted Users access to all such Communities within the same Org up to the number of log-ins per calendar month ordered(the"Permitted Number of Monthly Logins").The beginning and end of each calendar month will conform with U.S.Pacific Time.Customer shall assign each Permitted User a User profile or permission set that permits access to no more than 10 custom objects in each applicable community.Salesforce.com will provision 20 User subscriptions for each of the Permitted Number of Monthly Logins;subject,however,to the limitations on the aggregate number of User subscriptions per Org set forth in the Documentation("Permitted Users").Customer understands that the above limitations are contractual in nature(i.e.,they are not limited as a technical matter in the Service)and therefore agrees to strictly review its Users'use of such subscriptions and enforce the limits set forth herein.SFDC may review Customer's use of the subscriptions at any time through the Service.Unused logins are forfeited at the end of each anniversary of the Order Start Date hereunder or the Order End Date, whichever occurs first,and do not roll over to subsequent months. Salesforce Maps Product Term In order to access the Salesforce Maps Services,Customer's system administrator must first install the managed package(available at https://sfdc.co/SFMapsinstall). The quantity of Salesforce Maps subscriptions purchased must be less than or equal to the quantity of eligible User subscriptions purchased.Customer understands that the foregoing is a restriction that is contractual in nature(i.e.,this restriction is not enforced in the Services as a technical matter)and therefore agrees it is responsible for monitoring its Users'use of such subscriptions and for enforcing such use restriction.SFDC may review Customer's use of such subscriptions at anytime. Annual renewal increase will not exceed 7%YOY,provided the renewal is for a minimum of the above represented user subscription quantities/configuration and a minimum of one year renewal period. Licensee agrees that any order for Salesforce.com will be governed by the terms and conditions of the Carahsoft Salesforce Service Terms copies of which are found at https://www.carahsoft.com/Eula/Salesforce_MSA and all Schedules referenced by the Service Terms are made a part hereof.Licensee acknowledges it has had the opportunity to review the Agreement,prior to executing an order. Should the licensee purchase Government Cloud Licenses with Government Cloud Premier+Support,the following terms shall apply to the support:http://www.carahsoft.com/government-cloud-terms Should the licensee purchase Salesforce Marketing Cloud Licenses,the following terms shall apply to those products: http://www.salesforce.com/assets/pdf/misc/salesforce—MSA.pdf htt ps://h elp.sa lesfo rce.co m/articleV iew?id=sa lesfo rce_help_ma p.htm&type=0 A list of currently available Fed RAMP/IL4 Authorized Salesforce products can be found here: htt ps://help.sa lesfo rce.co m/articleV iew?id=000270080&la ngu age=en_US&type=l Should the licensee purchase MuleSoft Licenses,the following terms shall apply to those products: https://www.mulesoft.com/legal/terms/EULA CONFIDENTIAL QUOTE DATE: 06/03/2020 PAGE 2 of 2 QUOTE NO: 22208312 Wednesday June 3, 2020 CARAHSOFT'S STATEMENT OF WORK FOR: City of Fort Worth Carahsoft Quote # 22208312 TX DIR 4288 Wednesday June 3, 2020 SOLUTION PROVIDED BY ©astalClaud CARAHSOFT TECHNOLOGY CORP. 11493 SUNSET HILLS ROAD,SUITE 100 RESTON,VA 20190 888.66.CARAH I WWW.CARAHSOFT.COM June 3, 2020 City of Fort Worth 1150 South Freeway Fort Worth, TX 76104 Re: Carahsoft's Statement of Work(Quote#22208312) to the City of Fort Worth Dear Brenda, Carahsoft Technology Corp. appreciates the opportunity to provide a Statement of Work to the City of Fort Worth. Carahsoft is proposing City of Fort Worth Professional Services which fully meets the City of Fort Worth requirements for implementation of your Grants Management Solution. Our team has fully considered City of Fort Worth requirements, and has carefully put together a solution that will best meet your needs. Since opening its doors in 2004, Carahsoft has successfully executed over 140,000 orders to State, Local Government, Educational entities.As a top-ranked partner for City of Fort Worth, Carahsoft has delivered best value solutions to our public sector clients for over 15 years. Please feel free to contact me directly at 703.581.6722/katarina.frustaci(a)_carahsoft.com or Stephen Dickerson at 703.673.3524/Stephen.dickerson(a)_carahsoft.com with any questions or communications that will assist the City of Fort Worth in the evaluation of our response. Thank you for your time and consideration. Sincerely, Katarina Frustaci Account Representative carahsoft 2 ICI Continued implementation of an accelerated Grant Management Solution to manage the Protect the Fort Grant program built on a Salesforce.com platform to provide the City of Fort Worth with the ability to manage grant applications and funding processes and provide transparency to stakeholders. Key activities: • Implement and configure a Salesforce.com solution for grants management intake via a Salesforce Community • Support services for 30 days past the initial deployment Deliverables: DELIVERABLE ASSOCIATED ACTIVITIES & PROCESSES Improve Grant • Create a Community, using a template,to transition Applications application intake to Salesforce Intake • Create Application Intake Component • Create Community Portal Profiles • Implement Self-Registration • Implement Salesforce Maps Provide Training • Provide Job Aids and Training Video clips carahsoft 3 IC1 Assumptions: • Project kickoff June 3rd • Quick start Go-Live Portal June 8th • Complete implementation of enhancements June 30th Exclusions from Scope of this current Phase: No data migration Confidentiality We acknowledge that we will have access to confidential information of the City of Fort Worth("Confidential Information"),whether in oral,visual or written form,which includes, but is not limited to the technical, business or other information and materials that the City of Fort Worth deems to be proprietary, confidential or trade secret information. Confidential Information shall include written information disclosed by the City of Fort Worth to us, whether disclosed before or during the term of this agreement, and other information identified as confidential or proprietary, or reasonably understood to be confidential or proprietary due to the nature of the information and/or the circumstances of its disclosure. Confidential Information shall include information generated by us or our representatives that contains, reflects, or is derived from the disclosed information. Confidential Information does not include: (i) information that is or becomes publicly available independent of any act which constitutes a violation of this agreement; (ii) information that is already in our possession at the time of its disclosure by the City of Fort Worth ; (iii) information that a third party discloses to us without violating any duty of confidentiality to the City of Fort Worth that exists by agreement or operation of law; (iv) information that is independently developed by us without access to Confidential Information; or (v) information that is approved for release by written authorization of the City of Fort Worth. We agree to maintain the confidentiality of the Confidential Information and to only use the Confidential Information in carrying out our rights and obligations under this agreement. Access to the Confidential Information will be restricted to only those employees who: (i) require access in the course of their assigned duties and responsibilities in connection with this agreement; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this section. In the event the disclosure of Confidential Information is required under a lawful order of a court or governmental body, we agree to promptly notify the Carahsoft and to provide the Carahsoft with a copy of the order, if permitted by applicable law. carahsoft 4 1C1 Professional Fees& Expenses Work for this project will be performed on a fixed price basis for a total cost of$52,150.54. There are no travel or additional expenses. We expect the City of Forth Worth will pay all invoices within 30 days of invoice. In no event shall Carahsoft's liability hereunder exceed fees paid hereunder. City of Fort Worth I",.> Signature: Valerie Washington(Jun 22,202012:02 CDT) Name: Valerie Washington Date: Jun 22,2020 Carahsoft Signature: Altz�� Name: Kristina Smith Date: 6-19-2020 carahsoft 5 So ICloud INTEROFFICE MEMO EMERGENCY PURCHASE Over$100,000 To: Jay Chapa,Assistant City Manager Cynthia B. Garcia,Assistant Finance Director, Financial Management Services Jo Ann Pate,Assistant City Attorney II, EOC management JEOC Purchase Approval Team From: Brenda Hicks-Sorensen,Assistant Director;Acting on behalf of Robert Sturns, Director, Economic Development Department Date: June 5, 2020 Subject: Carasoft/Coastal Cloud Contract for Salesforce Enhancements to Manage the CARES Act Funded Preserve the Fort Small Business Grant Covid-19 is an infectious disease caused by severe acute respiratory syndrome coronavirus 2: a strain similar to SARS. The disease was first identified in China and has quickly spread to the rest of the world. In March 2020, World Health Organization (WHO) declared it a global pandemic. Since March, the Pandemic has wreaked havoc on the US economy, including in Fort Worth. To assist small businesses, the City of Fort Worth approved up to$15 Million in CARES Act Funds to support small business recovery efforts, including the$10 Million Preserve the Fort Small Business Grant,which launched May 26, 2020 following approval by the Fort Worth City Council on May 19, 2020. The Preserve the Fort grant administration is being managed via a partnership between the United Way of Tarrant County and Economic Development staff utilizing FormStack(United Way) and Salesforce(Economic Development). Enhancements were needed to Salesforce in order to incorporate the grant information into the system. The initial Preserve the Fort enhancement was implemented June 1 st. However, as the application process has continued, and been extended until 11:59 PM on June 15th, additional gaps have been identified. Specifically,the United Way has been accepted applications on their portal and Economic Development needs to run a daily report to download.The United Way system is unable to capture and store the supporting documentation,which is critical, and is using Dropboxlinks.This is requiring manually pulling all documents out of Dropboxto upload for review and storage in Economic Development's Salesforce. The United Way system also does not allow for geo-coding of addresses to confirm whether in the City of Fort Worth (base eligibility) and in the targeted area(funding set aside). This is all being done through a number of steps in Economic Development and ITS. It is cumbersome with significant errors being identified. To address those gaps, Economic Development would like to add a Statement of Work to allow Economic Development to directly intake applications, including supporting documentation, into Salesforce.Additionally, Salesforce Maps will be added to confirm location of the businesses. This will eliminate at least three download/upload scenarios that requires significant staff resources as well as the potential for data integrity issues.Additionally, the additional work will further streamline the follow up that will be needed in 6 month to confirm the businesses utilized the funds appropriately. The solution will Go-Live June 81h with all enhancements (reporting functions) completed by June 30tn Funding for both Preserve the Fort Small Business Grant Salesforce enhancements will come from the CARES Act Funding. The information is as follows: Fund Department Account Project CF1 Activity 21001 171002 5330500 102690 9917CO All services are available to be procured via Department of Information Resources cooperative contract no. DIR-TSO-4288 and a service agreement between the City and the vendor has been initiated for the new enhancements.A purchase orderwas issued in June of 2019 for the initial cost of$39,258.00. Thetwo new quotes,totaling$24,193.55 and$65,576.53 respectfully, bring the overall cost for the Salesforce system to$129,028.08. Purchase orders forthe new services will be issued through the City's PeopleSoft Financials system upon approval. Chapter 2,Article I, Section 2-9 at(9) of the City's Code of Ordinances and Section 252.022 of the Local Government Code exempts from normal bidding requirements expenditures that are necessary to preserve or protect the city's property and the public health or safety of the municipality's residents. APPROVED FOR EMERGENCY PROCUREMENT: Recommended: Brenda Hicks-Sorensen,Assistant Director;Acting on behalf of Robert Sturns, Department Head Justin !'+ Digitally signed by Justin Cox Approved by JEOC C��( Date:2020.06.05 15:43:50-05'00' Signature from one of the following: Mark Rauscher,Assistant Fire Director, Fire; Homer Robertson,Assistant Fire Chief; Maribel Martinez, Emergency Mgt. Coord.; or Justin Cox, Grants Manager Jo Ann Pate Digitally signed by Jo Ann Pate Approved As To Legality: Date:2020.06.05 16:23:39-05'00' Jo Ann Pate,Assistant City Att ney II Approved by Assistant City Manager —� Jay Chapa,Assistant City Manager Digitally signed by Cynthia Garcia Cynthia Garcia Data:2020.06.11 11:38:18-05'00' Approved: Cynthia Garcia,Assistant Finance Director 2 From: Sturns,Robert To: Hicks-Sorensen. Brenda Subject: Re:Quotes Date: Thursday,June 4,2020 7:47:02 AM Approved Sent from my iPhone From: Hicks-Sorensen, Brenda<Brenda.H icks-Sorensen @fortworthtexas.gov> Sent:Thursday,June 4, 2020 4:56:33 AM To:Sturns, Robert<Robert.Sturns@fortworthtexas.gov> Subject: RE: Quotes It appears we are missing the SOW from Coastal Cloud so have followed up for that. But in general, thoughts? If we are to try to move forward by Monday,they would need a verbal today by 10 AM. I will, of course, reach out to Peter James,too. Brenda From: Hicks-Sorensen, Brenda Sent:Wednesday,June 3, 2020 5:35 PM To:Sturns, Robert<Robert.Sturns@fortworthtexas.gov> Subject: Fwd: Quotes FYI- Brenda Sent from my iPhone From: Bethan Flynn <bethan.flynn(@coastalcloud.us> Sent:Wednesday,June 3, 2020 5:32:43 PM To: Hicks-Sorensen, Brenda<Brenda.Hicks-Sorensen(@fortworthtexas.g_ov,> Subject: Quotes CAUTION:This email originated from outside of the City of Fort Worth email system.Do not click any links or open attachments unless you recognize the sender and know the content is safe. Please see the documents prepared by Carahsoft. Let me know if you have any questions Bethan Flynn Sr. Project Manager Solesforce Certified Sales Cloud Et Service Cloud Consultant Coastal Cloud Mobile: (502) 797-9922 Email: bethan.flynnPcoastalcloud.us Web: www.coastalcloud.us U � Coastal Cloud is the#1 Salesforce Consulting Partner on G2.com Read real customer reviews and view our A1212Exchange Listing. iu�