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HomeMy WebLinkAboutContract 54340 08/26/20 FORT WORTH CSC No.54340 8:57 AM 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 Open Counter Enterprises Inc., a Delaware Corporation ("Vendor") to purchase Permit Discovery Solutions 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— [National Cooperative Purchasing Alliance NCPA, #01-86 ("Cooperative Contract"); 3. Schedule C—Open Counter Quote and Project Plan ("Quote"); and 4. Schedule D—Conflict of Interest Questionnaire. 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 Schedules the Fort Worth Agreement shall control,but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed One Hundred Eighty-Nine Thousand Fifty and 54/100 Dollars ($189,050.54)per year. The Coop Purchase shall become effective upon the signing of the Coop Purchase by an Assistant City Manager of the City (the "Effective Date") and shall expire August 31, 2021 (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for the number of renewals allowed in the Cooperative Contract at the City's option, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follows) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 2 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 bA44-BcaLgz7 (- administration of this contract, including By: Dana BJrghdoffc g25,2a 14320 6CDT) ensuring all performance and reporting Name: Dana Burghdoff requirements. Title: Assistant City Manager Date: 8/25/2020 By: J e Scarlett Morales(Aug 25.202009:03 CDTJ Approval Recommended: Name: Janie Morales Title: Acting Assistant Director Sophie N1. �cr�or�e Approved as to Form and Legality: By: Sonnie M.La Force(Aug 25,2020 08:58 CDT) Name: Sonnie LaForce Title: Supervisor,MA II,Strategic Operations Q By: JB Strong(Aug 25, 02010:32 CDT) Attest: Name: John B. Strong Title: Assistant City Attorney 9DTr) ,- - Contract Authorization: By: rRonaldP.Gonzales(Aug25,202015: M&iC• M&C 20-0487 08/04/20 Name: y y_Mar Ka ser aq�g9�n°n� a F°°RT�aa HB1295: 2020-642588 Title: City Secretary "A'o- 0 % d dvo o=a dao° ° *�d p aQa�nnEXAso4.G 00000000 VENDOR: _Open Counter Enterprises Inc. 9r.eG ti�s6u�ce� By: Joel Mahoney(Aug24,2 2o20:a2 EDT) Name: Joel Mahoney Title: CEO Date: 8/24/2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 2 FORT WORTH. 4110 1. Termination. 1.1. .Convenience..Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out..In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties.. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts..Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. .Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written Coop Purchase Agreement—Fort Worth Terms and Conditions Page 1 of 10 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. 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 Coop Purchase Agreement—Fort Worth Terms and Conditions Page 2 of 10 officers,agents, servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY. - NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA OR USE, OR THE COST OF SUBSTITUTE PROCUREMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT,OPENCOUNTER'S AGGREGATE LIABILITY TO CITY UNDER THIS AGREEMENT, WHETHER BASED ON NELIGENCE, CONTRACT, TORT, INDEMNIFICATION, STRICT LIABILTIY OR ANY OTHER THEORY, WILL NOT EXCEED THE AMOUNTS PAID BY CITY TO OPENCOUNTER UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE DATE ON WHICH CITY NOTIFIES OPENCOUNTER OF THE CLAIM.UNDER NO CIRCUMSTANCES SHALL OPENCOUNTER HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OF ANY APPLICATION DATA THAT IS INPUTTED INTO THE HOSTED SERVICES OR CITY CONTENT INCORPORATED INTO THE HOSTED SERVICES, INCLUDING, WITHOUT LIMITATION, INACCURACIES IN CITY CONTENT INTRODUCED DURING THE INPUT BY OPENCOUNTER OF SUCH CITY CONTENT INTO THE HOSTED SERVICE. THE PARTIES ACKNOWLEDGE THAT BUT FOR THE LIMITATIONS CONTAINED IN THIS AGREEMENT, THEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. 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 BUSINESS, AND ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 5.3. .INTELLECTUAL PROPERTY INFRINGEMENT.. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C each individually referred to as a"Deliverable" and collectively as the"Deliverables,")do not infringe upon or violate any patent,copyrights,trademarks,service marks,trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright,trademark, service mark, Coop Purchase Agreement—Fort Worth Terms and Conditions Page 3 of 10 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. Assi-anment and Subcontracting.. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor Coop Purchase Agreement-Fort Worth Terms and Conditions Page 4 of 10 shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 7. .Insurance.. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate;.or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and .Umbrella Coverage. in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 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 $1,000,000 per occurrence; $5million 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 Coop Purchase Agreement—Fort Worth Terms and Conditions Page 5 of 10 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 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, Coop Purchase Agreement—Fort Worth Terms and Conditions Page 6 of 10 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 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 Open Counter Enterprises Inc. Attn:Assistant City Manager Attn: Joel Mahoney 200 Texas Street 131 Dartmouth St 3rd.Floor Fort Worth TX 76102 Boston,MA 02116 Facsimile: (817)392-xxxx Facsimile: (800)216-7360 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 Coop Purchase Agreement—Fort Worth Terms and Conditions Page 7 of 10 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. 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. Coop Purchase Agreement—Fort Worth Terms and Conditions Page 8 of 10 23. Network Access. 23.1. .City Network Access.. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access.. If Vendor, or any Vendor Personnel, requires 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") .ef.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(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. .Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations, services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute Coop Purchase Agreement—Fort Worth Terms and Conditions Page 9 of 10 resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel.. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not 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. Coop Purchase Agreement—Fort Worth Terms and Conditions Page 10 of 10 7/9/2020 NCPA:Vendors:Carahsoft U) CARAHSOFT http://www.carahsoft.com .............................................................................................................. (http://www.carahsoft.com) .................................................................................................................... WRAfW v Carahsoft Technology Corp.is the trusted Government IT solutions provider,combining technological expertise with a thorough understanding of the government procurement process to help federal,state and local government agencies select and implement the best solution at the best possible value.As a top-ranked GSA Schedule Contract holder,Carahsoft is the largest government partner and serves as the master government aggregator for many of its best-of-breed vendors.The company's dedicated Solutions Divisions support proactive sales,marketing and delivery of Symantec,Storage Solutions,VMware,Adobe,F5,Open Source, HR, HP Software,Intelligence,and SAP. PRODUCTS/SERVICES Offerings: www.ncpa.usA/endors/Carahsoft 1/5 7/9/2020 NCPA:Vendors:Carahsoft 4iQ Fornetix Palo Alto Networks A=d Guru Fortinet PermitRocket Software LLC Accela Consulting,Inc. F-Secure NCPA Proofpoint,Inc. Accela,Inc. Garnet River,LLC prooV Inc. Adaptus,LLC Genesys Puppet Inc. ADF Solutions Gigamon Qualtrics AeroCloud Systems GoApron,Inc. Radiant Logic,Inc. Alteryx,Inc. Google Rapid7 Arbola,Inc. GovFlex RealNetworks,Inc. Arista Granicus Red Hat Asset Management International,LLC H2O.ai REI Systems AvePoint Public Sector,Inc. Hootsuite Media Inc. Rubrik Ball Aerospace Improbable.io SafeBreach BMC Software Infoblox sailpoint Boomi JACS Solutions SAP Case Commons Kapalya Inc. Secureworks,Inc. Cellebrite Keeper Security,Inc. Sequoia Holdings,Inc. Chainalysis Linkedln Sitetracker CISCO Linkedln Corporation SolarWinds ClearCube MapBox Sonim cloudPWR Mark-forged Talend Inc. Cylance McAfee taulman3D DarkOwl,LLC Measure UAS,Inc. TransUnion Dell MediVista Media d.b.a.Everwell Trimble Denodo Technologies Millsapps,Ballinger&Associates(MBA Outcome) Tufin Discover Technologies LLC MuleSoft TVU Networks DocuSign NetFoundry UiPath,Inc. Druva Netskope Valimail Dun&Bradstreet,Inc. Neustar,Inc. Vehicle Tracking Solutions EMC New Relic,Inc. VERITAS e-PlanSoft Northwoods Consulting Partners,Inc. VMware Exabeam Nutanix Wire Swiss GmbH F5 Networks,Inc. Nuvolo Technologies Xovis USA Inc. Fidelis Security Okta,Inc. ZeroFox FireEye OmniSci Zoom ForceBrain.com,Inc. OpenCounter,Inc. Zscaler,Inc. Formstack OSlsoft,LLC. CONTRACT INFO www.ncpa.us/Vendors/Carahsoft 2/5 7/9/2020 NCPA:Vendors:Carahsoft Awarded Vendor: =oft NCPA Contract Awarded: U� Software Products and Services Contract Number: 01-86 Lead Agency: Region 14 ESC Contract Term: 3 year term, December 3,2018 to November 30,2021 "Option to renew for two (2)additional one(1)year periods. DUE DILIGENCE Request for Proposal: RFP for Software Products and Services(/Files/dots/Due%20Diligence/Software Products and Services/RFP%20-%20Software Products and Services.pdf) Awarded Vendor Response: Carahsoft's Response to RFP(/Files/dots/Due%20Diligence/Software Products and Services/Carahsoft/Carahsoft%20 Response.pdf) Evaluation: Bid Tab&Request for RFP List(/Files/docs/Due%20Diligence/Software Products and Services/Software Products and Services%20Evaluation.pdf) Award Letter: Region 14 Award Letter(/Files/docs/Due%20Diligence/Software Products and Services/Carahsoft/Carahsoft%20Award%20Letter.pdf) Advertisements: USA Today Ad 1 www.ncpa.usA/endors/Carahsoft 3/5 7/9/2020 NCPA:Vendors:Carahsoft (http://www.ncpa.us/Files/docs/USA%20Today°/o2OAd/USATodav100918.pdf)USATodayAd 2 ( /www.ncpa.us/Files/docs/USA%20Today°/o2OAd/USA :PA Website Ad (http://www.ncpa.us/Fi les/docs/Website%20Ad/NCPA%2OWebsite%2OAdvertisement%2022.pdf) V) VENDOR CONTACT Alex Cord 1860 Michael Faraday Drive Suite 100 Reston,VA 20190 (703)889-9734 Alex.Cord@carahsoft.com(mailto:Alex.Cord@carahsoft.com) Is a leading national government purchasing cooperative working to reduce the cost of goods and services by leveraging the purchasing power of public agencies in all 50 states. NCPA utilizes state of the art procurement resources and solutions that result in cooperative purchasing contracts that ensure al[ pub Jc agencies are receiving products and services of the highest quality at the lowest prices. CONTACT INFORMATION NCPA P.O. Box 701273 Houston,TX 77270 (888) 543-6515 info@ncpa.us (maiito:info@ncpa.us) .......................................................................................................................... CONNECT WITH US www.ncpa.usA/endors/Carahsoft 4/5 7/9/2020 NCPA:Vendors:Carahsoft =` (https://twitter.com/_NCPA) tk .. f (https://www.facebook.com/NCPA-M tiona[-Cooperative-Purchasing- Al l i a n ce-283585238336420/) in (https://www.linkedin.com/company/ncpa---national-cooperative- purchasing-alliance/) SEND EMAIL Name Email Message F-1 I'm not a robot reCAPTCHA Privacy-Terms Submit WHAT IS NCPA? (/about) I REGISTER (/register) I FIND AVENDOR (/vendors) CURRENT SOLICITATIONS (/solicitations) I FAQ (/faq) I RQN (/Facilities/Register) ALL RIGHTS RESERVED©2020 NCPA www.ncpa.usA/endors/Carahsoft 5/5 i CARAHSOFT'S RESPONSE TO THE Region 14 Education Service Center National Cooperative Purchasing Alliance REQUEST FOR PROPOSAL Software Products and Services SOLICITATION NO. 28-18 Tuesday, November 13, 2018 CARAHSOFT TECHNOLOGY CORP. 1860 MICHAEL FARADAY DRIVE,SUITE 100 RESTON,VA 20190 888.66.CARAH I WWW.CARAHSOFT.COM carahsoft. November 13, 2018 Region 14 ESC 1850 Highway 351 Abilene, Texas 79601 Re: Carahsoft's Response to the Region 14 ESC's Request for Proposal for Software Products and Services, Solicitation# 28-18 Dear Region 14 ESC and NCPA Team, Carahsoft Technology Corp. appreciates the opportunity to respond to the Region 14 ESC's Request for Proposals for Software Products and Services. Carahsoft is proposing a number of our software products and services solution providers which fully meets the Region 14 ESC's requirements. Our team has fully considered the Region 14 ESC's requirements outlined in the Request for Proposals, and has carefully put together a solution that will best meet your needs. Carahsoft is submitting as a current Region 14 ESC and NCPA contract holder and reseller for a number of its software products and services solution providers. Carahsoft has sold multiple different software and hardware solutions to varying agencies through its current NCPA contract. Please feel free to contact me directly at 703.581.6727/Delaney.Jonesacarahsoft.com or Robert Moore at 703.871.85041 Robert.Moore(o-).carahsoft.com with any questions or communications that will assist Region 14 in the evaluation of our response. This proposal is valid for 120 days from the date of submission. Thank you for your time and consideration. Sincerely, Delaney Jones Contract Specialist 186o MICHAEL FARADAY DRIVE I SUITE 100 I RESTON,VA 20190 I TEL'703 8718500 1 FAX'703 8718505 1 W W W.CARAHSoFr.com SOLICITATION#28-18 TABLE OF CONTENTS ExecutiveSummary.............................................................................................................. 1 SolutionOverview.....................................................................................................................................1 Prime Contractor: Carahsoft Technology Corp. ........................................................................................1 Tab1 — Signature Form........................................................................................................ 2 Tab 2 — NCPA Administration Agreement.......................................................................... 4 Tab 3 —Vendor Questionnaire............................................................................................. 8 Tab4 —Vendor Profile........................................................................................................ 12 Tab 5 — Products and Services Scope.............................................................................. 18 Tab6 — References............................................................................................................. 19 Tab7 — Pricing .................................................................................................................... 22 Tab 8 —Value Added Products and Services................................................................... 23 RequiredDocuments.......................................................................................................... 24 Clean Air and Water Act 1 Debarment Notice..........................................................................................24 ContractorsRequirements ......................................................................................................................26 Antitrust Certification Statements............................................................................................................28 FEMA Standard Terms and Conditions Addendum for Contracts and Grants ........................................30 Required Clauses for Federal Assistance by FTA...................................................................................32 StateNotice Addendum ..........................................................................................................................37 InSummary......................................................................................................................... 39 carahsoft i SOLICITATION#28-18 EXECUTIVE SUMMARY Solution Overview Carahsoft Technology Corporation understands that Region 14 ESC is seeking Software Products and Services. As the Prime Contractor, Carahsoft has assembled a team for the initiative that includes our various software and solution providers as the best solution to meet Region 14 ESC's requirements. Prime Contractor: Carahsoft Technology Corp. Carahsoft Technology Corp. is an IT solutions provider delivering best-of-breed hardware, software, and support solutions to federal, state and local government agencies since 2004. Carahsoft has built a reputation as a customer-centric real-time organization with unparalleled experience and depth in government sales, marketing, and contract program management. This experience has enabled Carahsoft to achieve the top spot in leading public sector software license resellers. VENDOR RELATIONSHIPS—Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity, and a focus on strategic vendor relationships. PROVEN EXECUTION —Carahsoft has leveraged its vast contracting experience and extended it to quoting and order management. Carahsoft seamlessly generates quotes within 30 minutes or less and processed over 85,000 orders in 2017 that were each completed the same day received. CONTRACT VEHICLES—Over the past 14 years Carahsoft has acquired and maintained a wide variety of purchasing contract vehicles for agencies at the state, local, and federal levels. Associated with all contracts are dedicated and experienced contract management resources. A list of available contracts can be found at www.carahsoft.com/contracts/index.php. GROWTH &STABILITY— Carahsoft has continued to show impressive growth year after year,with annual revenue of$3.4 million in our first year in 2004 to $4.4 billion in 2017. In September of 2017, 10,705 orders were processed worth over$1 billion. We are a stable, conservative, and profitable company and have received numerous accolades, as detailed on our awards page: http://www.carahsoft.com/awards. Carahsoft SOLICITATION#28-18 TAB I - SIGNATURE FORM Please find Carahsoft's completed Signature Form beginning on the following page. carahsoft 2 Tab 1 - Master Agreement General Terms and Conditions ♦ Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. ♦ Disclosures Respondent 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 contract. The respondent 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 contract. ♦ Renewal of Contract ➢ Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ♦ Funding Out Clause ➢ Any/all contracts exceeding one (1) year shall include a standard "funding out" clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: ➢ Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ♦ Shipments (if applicable) ➢ The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ♦ Tax Exempt Status ➢ Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. ♦ Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. ♦ Adding authorized distributors/dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. ♦ Pricing ➢ All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. ➢ All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing ♦ Warranty ➢ Proposals should address each of the following: ■ Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. ■ Availability of replacement parts ■ Life expectancy of equipment under normal use ■ Detailed information as to proposed return policy on all equipment ♦ Indemnity ➢ The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor,vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. ♦ Franchise Tax ➢ The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. ♦ Supplemental Agreements The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc.Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ♦ Certificates of Insurance ➢ Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ♦ Legal Obligations ➢ It is the Respondent's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ♦ Protest ➢ A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: ■ Name, address and telephone number of protester ■ Original signature of protester or its representative ■ Identification of the solicitation by RFP number ■ Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Any protest review and action shall be considered final with no further formalities being considered. ♦ 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 full 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 party shall endeavor to remove or overcome such inability with all reasonable dispatch. ➢ The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty ♦ Prevailing Wage It shall be the responsibility of the Vendor to comply,when applicable,with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. ♦ Miscellaneous ➢ Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. ♦ Open Records Policy ➢ Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by- page and line-by-line the parts of the response,which it believes, are exempt. In addition, the respondent must specify which exceptions) are applicable and provide detailed reasons to substantiate the exception(s). ➢ The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Process Region 14 ESC will evaluate proposals in accordance with, and subject to,the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA,and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. ♦ Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. ♦ Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. ➢ It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ♦ Contract Waiver ➢ Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ♦ Products and Services additions ➢ Products and Services may be added to the resulting contract during the term of the contract by written amendment,to the extent that those products and services are within the scope of this RFP. ♦ Competitive Range ➢ It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ♦ Deviations and Exceptions ➢ Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor's complete line of products and/or services, when possible. ♦ Estimated Quantities ➢ The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $10 - $20 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation ♦ Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. ♦ Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request.A solicitation does not become a contract until it is accepted by Region 14 ESC.The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. ♦ NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. ♦ Clarifications / Discussions ➢ Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent's whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent's are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents' proposals or prices. ♦ Multiple Awards ➢ Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. ♦ Past Performance ➢ Past performance is relevant information regarding a vendor's actions under previously awarded contracts; including the administrative aspects of performance; the vendor's history of reasonable and cooperative behavior and commitment to customer satisfaction; nnrl aPn,-rnllXT the c7Pnrinr'c NicinPcclilrP rnnrnrn fnr the intPrPctc of the riictnmPr Evaluation Criteria ♦ Pricing (40 points) ➢ Electronic Price Lists ■ Products, Services,Warranties, etc. price list ■ Prices listed will be used to establish both the extent of a vendor's product lines, services,warranties, etc. available from a particular bidder and the pricing per item. ♦ Ability to Provide and Perform the Required Services for the Contract (25 points) ➢ Product Delivery within participating entities specified parameters Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. Vendor's ability to perform towards above requirements and desired specifications. ➢ Past Cooperative Program Performance ➢ Quantity of line items available that are commonly purchased by the entity. ➢ Quality of line items available compared to normal participating entity standards. ♦ References (15 points) ➢ A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years ♦ Technology for Supporting the Program (10 points) ➢ Electronic on-line catalog, order entry use by and suitability for the entity's needs ➢ Quality of vendor's on-line resources for NCPA members. ➢ Specifications and features offered by respondent's products and/or services ♦ Value Added Services Description, Products and/or Services (10 points) ➢ Marketing and Training ➢ Minority and Women Business Enterprise (MWBE) and (HUB) Participation ➢ Customer Service Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Carahsoft Technology Corporation Address 1860 Michael Faraday Drive,Suite 100 City/State/Zip Reston,VA 20190 Telephone No. 703.871.8S00 Fax No. 703.871.8SOS Email address Kristina.Smith@Carahsoftcom Printed name Kristina Smith Position with company Director of Contracts Authorized signature �1 '� SOLICITATION#28-18 TAP 01 — NCPQ ADMINISTRATION AGREEMENT Please find Carahsoft's completed NCPA Administration Agreement beginning on the following page. carahsoft 4 Tab 2 - NCPA Administration Agreement This Administration Agreement is made as of December 3, 2018 . by and between National Cooperative Purchasing Alliance ("NCPA") and Carahsoft Technology Corp ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated December 3 2018, referenced as Contract Number 01-86 .by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof(the "Master Agreement"), for the purchase of Software Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district,local government, school district, private K-12 school,technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: ♦ General Terms and Conditions ➢ The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. ➢ NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. ➢ Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. ➢ NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. ➢ With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated,liable or responsible (i) for any orders made by Region 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc.Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ♦ Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however,that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. ♦ Fees and Reporting ➢ The awarded vendor shall electronically provide NCPA with a detailed monthly or quarterly report showing the dollar volume of all sales under the contract for the previous month or quarter. Reports shall be sent via e-mail to NCPA offices at reporting@ncpa.us. Reports are due on the fifteenth (15th) day after the close of the previous month or quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ➢ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a resulting underpayment of administrative fees,Vendor shall promptly pay NCPA the amount of such underpayment,together with interest on such amount and shall be obligated to reimburse NCPA's costs and expenses for such audit. ♦ General Provisions This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Awarded vendor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor must have prior approval from NCPA. ➢ If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any administrative fee and accrued interest,the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. ➢ Neither this Agreement nor any rights or obligations hereunder shall be assignable by Vendor without prior written consent of NCPA, provided, however,that the Vendor may, without such written consent,assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. ➢ This Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion,to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder All written communications given hereunder shall be delivered to the addresses as set forth below. National Cooperative Purchasing Alliance: Vendor: Carahsoft Technology Corporation Name: Matthew Mackel Name: Kristina Smith Title: Director, Business Development Title: Director of Contracts Address: PO Box 701273 Address: 1860 Michael Faraday Drive, Suite 100 Houston, TX 77270 RPstnn.VAA 2Q19(_1 Al Signature: Signature: U g Date: December 3, 2018 Date: 11/09/18 SOLICITATION#28-18 TAB - VENDOR QUESTIONNAIRE Please find Carahsoft's completed Vendor Questionnaire beginning on the following page. carahsoft Tab 3 - Vendor Questionnaire Please provide responses to the following questions that address your company's operations, organization, structure, and processes for providing products and services. ♦ States Covered Bidder must indicate any and all states where products and services can be offered. ➢ Please indicate the price co-efficient for each state if it varies. x1 SO States&District of Columbia (Selecting this box is equal to checking all boxes below) ❑Alabama ❑ Maryland ❑ South Carolina ❑Alaska ❑ Massachusetts ❑ South Dakota ❑Arizona ❑ Michigan ❑ Tennessee ❑Arkansas ❑ Minnesota ❑ Texas ❑ California ❑ Mississippi ❑ Utah ❑ Colorado ❑ Missouri ❑Vermont ❑ Connecticut ❑ Montana ❑Virginia ❑ Delaware ❑ Nebraska ❑ Washington ❑ District of Columbia ❑ Nevada ❑ West Virginia ❑ Florida ❑ New Hampshire ❑ Wisconsin ❑ Georgia ❑ New Jersey ❑ Wyoming ❑ Hawaii ❑ New Mexico ❑ Idaho ❑ New York ❑ Illinois ❑ North Carolina ❑ Indiana ❑ North Dakota ❑ Iowa ❑ Ohio ❑ Kansas ❑ Oklahoma ❑ Kentucky ❑ Oregon ❑ Louisiana ❑ Pennsylvania ❑ Maine ❑ Rhode Island RI All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ❑ American Samoa ❑ Northern Marina Islands ❑ Federated States of Micronesia ❑ Puerto Rico ❑ Guam ❑ U.S. Virgin Islands ❑ Midway Islands ♦ Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. ■ Minority/Women Business Enterprise • Respondent Certifies that this firm is a M/WBE ❑ ■ Historically Underutilized Business • Respondent Certifies that this firm is a HUB ❑ ♦ Residency ➢ Responding Company's principal place of business is in the city of Reston State of VA ♦ Felony Conviction Notice ➢ Please Check Applicable Box; ❑ A publically held corporation; therefore,this reporting requirement is not applicable. x❑ Is not owned or operated by anyone who has been convicted of a felony. ❑ Is owned or operated by the following individual(s)who has/have been convicted of a felony ➢ If the 3rd box is checked, a detailed explanation of the names and convictions must be attached. ♦ Distribution Channel Which best describes your company's position in the distribution channel: ❑ Manufacturer Direct ❑ Certified education/government reseller ❑ Authorized Distributor ❑ Manufacturer marketing through reseller ❑x Value-added reseller ❑ Other: ♦ Processing Information ➢ Provide company contact information for the following: ■ Sales Reports /Accounts Payable Contact Person: James Roman Title: Contract Specialist Company: Carahsoft Technology Corporation Address: 1860 Michael Faraday Drive, Suite 100 City: Reston State: Virginia Zip: 20190 Phone: 703.581.6731 Email: James.Roman@Carahsoft.com ■ Purchase Orders Contact Person: Karina Woods Title: Customer Operations Company: Carahsoft Technology Corporation Address: 1860 Michael Faraday Drive, Suite 100 City: Reston State: Virginia Zip: 20190 Phone: 703.871.8516 Email: Karina.Woods@Carahsoft.com ■ Sales and Marketing Contact Person: Katharine Awad Title: Marketing Coordinator Company: Carahsoft Technology Corporation Address: 1860 Michael Faraday Drive, Suite 100 City: Reston State: Virginia Zip: 20190 Phone: 703.230.7599 Email: Katharine.Awad@Carahsoft.com ♦ Pricing Information ➢ In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. ■ If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. x❑ Yes ❑ No ➢ Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. RI Yes ❑ No ➢ Vendor will provide additional discounts for purchase of a guaranteed quantity. RI Yes ❑ No SOLICITATION#28-18 TAB 4 — VENDOR PROFILE Company's official registered name. Carahsoft Technology Corporation. Brief history of your company, including the year it was established. Incorporated in 1999, Carahsoft Technology Corp. is an IT solutions provider delivering best-of-breed hardware, software, and support solutions to federal, state and local government agencies since 2004. Carahsoft has built a reputation as a customer-centric real-time organization with unparalleled experience and depth in government sales, marketing, and contract program management. This experience has enabled Carahsoft to achieve the top spot in leading software license GSA resellers. Company's Dun & Bradstreet(D&B) number. 088365767 Company's organizational chart of those individuals that would be involved in the contract. I c_a_rahsoft Craig P.Abod Robert Moore Chad Mills Vmware +.r` Adobe V Symantec. Marketing Will Janes Cortney Steiner Brian O'Donnell Julie Denworth redhat. EMC2 Customer Ops Open Source Of Karina Woods Natalie Gregory Maryam Emdadi Patrick Gallagher Jillian Smepanek it Innovative & , Proposal Intelligence Team Terry Drinkwine I Michael 5hrader Patrick Gallagher Jennifer Taha Corporate office location. 1860 Michael Faraday Drive, Suite 100 Reston, VA 20190 List the number of sales and services offices for states being bid in solicitation. Carahsoft currently operates out of its corporate headquarters located in Reston, VA. As a nationally active IT reseller, Carahsoft has multiple employees that work remotely and focus their attention on states outside of Virginia. These states include, but are not limited to, Texas, Washington, North Carolina, and Louisiana. carahsoft SOLICITATION#28-18 List the names of key contacts at each with title, address, phone and e-mail address. James Roman—Contract Specialist 1860 Michael Faraday Drive, Suite 100 Reston, VA 20190 703.581.6731 James.Roman&Carahsoft.com Robert R. Moore Home Office 703.871.8504 Robert.Moore&Carahsoft.com Define your standard terms of payment. Carahsoft utilizes Net 30 payment terms. Who is your competition in the marketplace? As an IT reseller and distributor, Carahsoft works together with a number of other companies and strives to maintain positive relationships in the IT industry. There are few companies that Carahsoft would label as a direct competitor because the IT business requires cooperation on all levels. Value Added Resellers distributing to State, Local and Federal agencies such as Immix would be considered Carahsoft's competitors. What differentiates your company from competitors? Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity, and a focus on strategic vendor relationships. Carahsoft offers a vast portfolio and provides many value adds that other large reseller companies cannot attain. carahsoft SOLICITATION#28-18 Describe how your company will market this contract if awarded. Carahsoft offers deep experience in public sector marketing. Our dedicated team plans, promotes and executes more than 2,000 public-sector marketing campaigns and events each year, including contract- specific promotional activities. These include but are not limited to: News announcements Social media promotion (Twitter, Linked In, Facebook, Carahsoft Community) Website content/reciprocal links (Carahsoft website page; content for contract sponsor page) Marketing materials (FAQs, contract overviews, solution spec sheets, powerpoint slides) Training documents Co-branded tradeshow graphics, giveaways, display materials Tradeshow participation (national, state and local government and education shows) Digital and print ads Webinars Email campaigns ■ Proactive marketing opportunity tar available through: • National Coalition for Public Procurement(NCPP)—publicprocurementcoalition.org • Institute for Public Procurement(NIGP)—nigp.org • National Association of Counties (NACo)— naco.org • The United States Conference of Mayors—usmayors.org • National League of Cities—nlc.org • National Governors Association— nga.org • Relevant State Associations Describe how you intend to introduce NCPA to your company. As a current contract holder our salesforce is already accustomed to promoting and utilizing NCPA contracts. Describe your firm's capabilities and functionality of your on-line catalog /ordering website. Carahsoft will publish the Region 14 ESC & NCPA catalog online upon contract award. Carahsoft is committed to electronic order processing. In fact, one of the ways Carahsoft exchanges information is through the use of the Electronic Data Interchange (EDI) standard. EDI is a document standard which acts as common interface between two or more computer applications. Carahsoft has been using EDI for more than five years and has it running with any of our vendors that have requested it. It takes approximately two to eight weeks to set up a new EDI interface so that Carahsoft can perform strict quality testing to ensure accuracy. The large vendors that we exchange orders with using EDI include VMware, Red Hat, Adobe, and Symantec. Currently 70 - 90% of all Carahsoft orders are processed using EDI. FDt,,e cscribe your company's Customer Service Department(hours of operation, number of service centers .) Carahsoft's standard business hours are 8:30 am—5:30 pm EST Monday-Friday, with representatives working outside of these hours to help cover different time zones. Carahsoft strives to have representatives available for all customers during all business hours. If a customer contacts Carahsoft outside of these hours, Carahsoft will respond to any missed calls, voicemails, or E-mails at the earliest appropriate time. Green Initiatives As our business grows, we want to make sure we minimize our impact on the Earth's climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing, and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. carahsoft SOLICITATION#28-18 Environmental Strategy: Carahsoft measures the success of our recycle programs by tracking the amount of recycle material that leaves the building. This amount should never go down, but only up. We also carefully monitor our electricity bills to ensure there are no spikes in usage. Initiatives: 1. Carahsoft has implemented VMware internally which moves our servers to a virtualized cloud environment thus eliminated the need for physically servers as we've grown in size. This has drastically reduced our server footprint allowing us to save thousands of dollars annually on heating and cooling of our data center. If we do not use VMware, we would have over 20 servers instead of the two that we actually have. This also allows us to reduce our energy consumption, minimize the amount of greenhouse gas omitted into the atmosphere. 2. Carahsoft also uses only Energy Star compliant hardware which substantially uses less electricity when items are not in use and protecting the climate. As shown in the EPA chart below, Energy Star compliance has brought significant energy savings and emissions savings to businesses that use compliant products. it Elm MOD M1 SDI MI MA b105 t006 Mf 'M So9 MM 911 W12 013 '.aCfi Mn �- M 2M 2W5 2M M7 71D9 ZMo� MIG 76ff 7a1: M3 c ieigy Se.inyf UHG tmhu Se Igs 3. Carahsoft hosts hundreds of virtual events including webinars each year. By hosting so many virtual events, Carahsoft is able to reduce the amount of in-person events and avoid their carbon impact. Additionally, Carahsoft archives these events for viewing in the future as shown below: VMware Archived Events VMware Web caSt: Deliver ApPlicauans and Infrastructure Efficiently with Hybnd Cloud December E.2a14 V Mware W ebcast: S in)pltfy IT Pro curament with the VMware IF LA€or the HS Anny December 11.2014 VMware Webcast: lntrin si c 5 ecu rity with H ig h Avatab it ity Dec ember 4.2114 VMware Web cast: Menage Mobile Architecture.Devices and itserswith AirW atch November 1e.2a14 VMware Web cast: Streamlining and Automating Data Center Intrastmcture October 313.2D14 V Mware Webcast: Prepare for Hatura's Most Common Disruptions with VMware Septerr-.ber 18.2G14 VMware Webcast: Transform Data Canter Security with Network Micro-Segmentation August:�1.2314 V Aware W ebca at: Anytime.Anywhere Desktops:Using DaaS for Seamless End User T ranaitio n s .4 ugust 7.2014 Speaker.Jwh Spencer.Sr.Systems Engineer and Eno User Computing Specialisf of vm4 are Inc Carahsoft 15 SOLICITATION#28-1P 4. Carahsoft utilizes email blasts instead of sending marketing material to cut down on the amount of paper products and shipping that mailing would entail. For example, in January 2015, Carahsoft sent out 105 email blasts. 5. Carahsoft's Proposal Department promotes the recycling of paper, bottles and aluminum cans by providing blue recycle bins in all common areas for each type of recycling material. 6. Carahsoft uses lights in the office on a timer to ensure that all lights are off in the building when employees are not working. Additionally, the bathroom lights are motion detected so the lights are not on when no one is using it, which reduces the use of electricity. On the newer side of the building, we utilize paperless hand dryers to cut down on our use of paper products. 7. Carahsoft has created a Carpool Incentive program to encourage employees to carpool to cut down on fuel consumption and emissions. Employees who carpool with at least two other Carahsoft employees are issued carpool parking permits and may park in reserved preferential parking. Currently, a quarter of Carahsoft's staff carpools each day into the office. 8. Carahsoft enforces a non-smoking initiative both within our office and in the surrounding environment. Carahsoft also encourages employees to engage in a smoke-free, healthy lifestyle. Vendor Certifications (if applicable) Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include MIWBE, HUB, and manufacturer certifications for sales and service. Carahsoft is licensed to do business in all 50 states, as demonstrated in our performance on the current Region 14 ESC & NCPA contract Carahsoft runs. Specific licenses for states can be provided upon request. In addition to Carahsoft's extensive initial and ongoing training regimen, every Sales Person at Carahsoft must complete their manufacture's specialty program. Each manufacturer's curriculum focuses primarily on the technical and support issues around their particular technology. Like all of Carahsoft's software sales and customer service representatives, they are also required to achieve and maintain the latest sales certifications within areas such as: 1. Virtualization (serve rldesktoplstorage) 2. Desktop Publishing 3. Online/Web Collaboration 4. IT and Cyber Security 5. Information Resource Planning 6. IT Infrastructure and Support 7. Other areas of specialty Please find below a chart indicating all the Carahsoft team members who have undergone specialized training in addition to the items described above. This list is constantly being updated as more team members complete additional training and receive certifications. Carahsoft SOLICITATION#28-18 VendorTeam Adobe 50 Akamai 8 Atlassian 7 AWS 7 Data Domain 13 Dell-EMC 13 DocuSi n 4 F5 19 FireE e 10 Gi amon 6 Goo le 22 IBM 5 I m perva 3 Infoblox 3 MicroFocus 11 Nimble 12 Okta 3 OSlsoft 3 Palo Alto 21 Red Hat 59 SAP 3 ServiceNow 15 S lunk 47 S mantec 25 Tableau 42 Trend Micro 2 Veritas Technologies 22 VMware Inc 94 zScaler 1 carahsoft 17 SOLICITATION#28-18 TAB 5 — PRODUCTS AND SERVICES SCOPE Animation and Modeling Digital Publishing Security Adobe Adobe Adobe Feature Labs Inc. Akamai FM Systems Health and Sciences Blackberry Map Anything Accela Center for Internet Security ThreatConnect Inc Alfresco CyberArk BlueData Cylance K12 CA Technologies Denodo Technologies Salesforce FeatureLabs, Inc Exabeam SAP Redhat F5 Networks Sailpoint Technologies FeatureLabs Operating Systems and Utilities Salesforce FireEye Accela TIBCO Forum Systems Apstra Gigamon Arbola Portfolio Management Google Autodesk CA Technologies Imperva InQuisient Lookout Compliance Micro Focus Okta, Inc Adobe ServiceNow OPSWAT, Inc Forum Systems Qualys OPSWAT, Inc Publishing RSA Qualys Adobe Safebreach RSA Hootsuite Sailpoint Technologies Safebreach Secureworks Sailpoint Technologies Training Securonix Splunk Adobe ServiceNow Symantec F5 Networks Skybox Security Tripwire Hootsuite Sonatype Virtustream Linkedln Splunk Nvidia Symantec Software Asset Management SAP Thales e-Security Inc ServiceNow TIBCO Symantec Engineering and CAD Trend Micro Autodesk Trustwave Programming F5 Networks, Inc Valimail Redhat Feature Labs, Inc VMware OPSWAT, Inc Water Security Tempered Networks Zscaler Trimble Tripwire Waterfall Security carahsoft SOLICITATION#28-18 TAB 7 r PRICING Carahsoft's price lists have been included electronically as requested. The files containing the price lists have been included with the electronic versions of Carahsoft's proposal, as well as separately on U5B's labelled "Carahsoft's Price Lists." carahsoft 22 SOLICITATION#28-18 TAB 8 — VALUE ADDED PRODUCTS AND SERVICES All of the products and services being provided as part of this response fit within the scope of the RFP. carahsoft 23 SOLICITATION#28-18 REQUIRED DOCUMENTS Clean Air and Water Act I Debarment Notice Please find the completed Clean Air and Water Act I Debarment Notice beginning on the following page. carahsoft 24 Clean Air and Water Act & Debarment Notice I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102,Attachment 0, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarment and Suspension", as described in the Federal Register and Rules and Regulations Potential Vendor Carahsoft Technology Corporation Print Name Kristina Smith Address 1860 Michael Faraday Drive,Suite 100 City,Sate,Zip Reston,VA 20190 Authorized signatureAa Date 11/10/18 SOLICITATION#28-18 Contractors Requirements Please find the signed Contractors Requirements beginning on the following page. carahsoft 26 Contractor Requirements Contractor Certification Contractor's Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA),and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance,they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed Fingerprint& Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately,the school district may fingerprint those persons or employees.An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Authorized signature ` Date 11/10/18 SOLICITATION#28-18 Antitrust Certification Statements Please find the completed Antitrust Certification Statements beginning on the following page. carahsoft 28 Antitrust Certification Statements (Tex. Government Code § 2155.005) 1 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 1S; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (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 same line of business as the Company. Company name Carahsoft Technology Corporation Address 1860 Michael Faraday Drive,Suite 100 City/State/Zip Reston,VA 20190 Telephone No. 703.871.8500 Fax No. 703.871.8505 Email address Kristina.Smith@Carahsoftcom Printed name Kristina Smith Position with company Director of Contracts Authorized signature k ^ AAA , SOLICITATION#28-18 FEMA Standard Terms and Conditions Addendum for Contracts and Grants We have included the FEMA Standard Terms and Conditions Addendum for Contracts and Grants beginning on the following page. carahsoft 30 FEMA Standard Terms and Conditions Addendum for Contracts and Grants If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency ("FEMA") grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 ("44 CFR 13"). In addition, Contractor agrees to the following specific provisions: 1) Pursuant to 44 CFR 13.36(i)(1), University is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor's compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43. 2) Pursuant to 44 CFR 13.36(i)(2), University may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44. 3) Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws: a. Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor("DOL") regulations (41 CFR Ch. 60); b. Copeland "Anti-Kickback"Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-30) as supplemented by DOL regulations (29 CFR Part 5); e. 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); and f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation play issued in compliance with the Energy Policy and Conservation Act (Pub. L.94-163, 89 Stat. 871). 4) Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41. 5) Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions 72 regarding patents: a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the participating agency and be disposed of in accordance with the participating agencies policy.The participating agency, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries. 6) Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights: a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes: 1) The copyright in any work developed under a grant or contract; and 2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support. 7) Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement.At any time during normal business hours and as often as the participating agency deems necessary, Contractor shall permit participating agency, FEMA,the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions. 8) Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or participating agency makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. SOLICITATION#28-18 Required Clauses for Federal Assistance by FTA Please find the Required Clauses for Federal Assistance by FTA beginning on the following page. carahsoft 32 Required Clauses for Federal Assistance provided by FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3)years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39(i)(11). CIVIL RIGHTS/TITLE VI REQUIREMENTS 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended,42 U.S.C. § 2000d,Section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C. §6102,Section 202 of the Americans with Disabilities Act of 1990, as amended,42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. §5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race,color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act,as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, creed, national origin,sex, marital status, or age. Such action shall include, but not be limited to,the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, "Age Discrimination in Employment Act", 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition,Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA),42 U.S.C.Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations,telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor's control where segregated facilities are maintained. As used in this certification the term "segregated facilities" means any waiting rooms,work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas,transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race,color, religion or national origin because of habit, local custom,or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1)Withholding of payments to Contractor under the Contract until Contractor complies,and/or; 2) Cancellation,termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs",therefore, it is the policy of the Department of Transportation (DOT)to ensure that Disadvantaged Business Enterprises (DBEs),as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract,which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty(30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty(30) days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work,and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate,without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will,to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended,42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act,fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract,the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party(whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable,Contractor further acknowledges that if it makes, or causes to be made, a false,fictitious, or fraudulent claim, statement, submission, or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false,fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307,the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. §5307(n)(1) on the Contractor,to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. SOLICITATION#28-18 State Notice Addendum We have included the State Notice Addendum beginning on the following page. carahsoft 37 State Notice Addendum The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state,tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP)to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/Local_Govern me nt/Cities.shtmI http://nces.ed.gov/global locator/ https://harvester.census.gov/imis/search/index.asp http://nccsweb.urban.org/PubApps/search.php http://www.usa.gov/Government/Tribal-Sites/index.shtml http://www.usa.gov/Agencies/State-and-Territories.shtml http://www.nreca.coop/about-electric-cooperatives/member-directory/ https://sos.oregon.gov/blue-book/Pages/state.aspx https://portal.ehawaii.gov/government/ https://access.wa.gov/governmentagencies.html SOLICITATION#28-18 IN SUMMARY Carahsoft Technology Corporation appreciates the opportunity to offer this solution for Region 14 ESC's initiative. The Carahsoft Team has proposed a superior and cost-effective solution that fully complies with the Region 14 ESC's requirements set forth in Solicitation# 28-18. We understand the importance of your project goals, and we are confident you will benefit from this solution and our expertise. Carahsoft looks forward to the opportunity to speak with you regarding the details of this proposal, as well as the opportunity to work with Region 14 ESC on this project. carahsoft 39 0 OpenCounter A PROJECT PLAN PREPARED FOR: Fort Worth , • Permits The questions on this page dote rmino which pormits you will neod for your project.Ouesuons marked with a'•'aro required. Scope of work• Pamtlta F... New construction Permit Calculator twfmkaa P.amk u6.2so43 Adding to an existing structuro B.i..,Tax Cartifeata SM'00 O w.mrta o F.n Adding to an existing structure and romodoling the interior euda�.q Pe.mn s9.041.1 Remodeling an existing interior space D—Lop—t lmpa<t Feel fta.woo Entire building demolition F,mitioua Buamoaa Deme Pmmil $4200 aua;roaa Taa Cert�M1cate 33a_DD No proposed construction Developmem Impact Gsea f289.6t Fiw Permit-Alarm $-- snm oe.mepment 6t3,000 W $quaro footage of construction• pine Permit-Alarm Feat(Affidaxk) $"W,w Pe,mn 12,222 14—inp lm Pact Fee $21.910." Total Initial Coat$24,308.18 r� In.M<wl.wa aawate as Select all t f work that apply to this $ite Dorebpmenl Parmn f13.000.00 YPes o PP Y project Electrical Total Initial cost $SS,021.14 Q ®Your egal coal vnll G more x<u�a's>a yw amrm mo•e Fire Alarm ou«oona. 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O .L.. m S O m m c@ fA @ m a O m m Q n N@ a N m@ p@ - o n .N N Q p- '3 m o Di D c c �, m m .o in o m m@ 31 � - 3 m w a m D @ U L p O1 3 m m m L 3 0 3@ 3 m D Y c c'm 5 N a 3 a 3 U 3 m d a E N C� N N C O' � a C O U t n S @ H m H o 2 a 2 H Q °� � � 3 H .� H O c H E ° �m .c m m m m m m m m m m m m m m X N O O F m > C C C ._ DU m m 2 2 m c c LL a a a v J J Additional Info Additional Info City Responsibilities and It is critical to the project success that staff are engaged throughout the project in order to ensure Level of Effort successful outcomes.All OpenCounter projects must include: -Project Sponsor to provide executive support and direction.This individual is responsible for briefing staff and accepting Project Milestones.This individual will appoint a Project Manager. -Project Manager to facilitate ongoing project adinistration.This individual is responsible for scheduling meetings with subject matter experts and provide access to required data and resources, as well as provide assistance during review calls and training sessions.OpenCounter will provide weekly or bi- weekly updates to the Project Manager.This individual will identify teh Subject Matter Experts required for the project. -Subject Matter Experts are invidivuals within each division/department intimately familiary with permit and fee administation.Time commitments will be limited to testing/review sessions as well as individual testing. Acceptance Testing All acceptance testing will begin with a review of the configuration by the OpenCounter team.After reviewing the documentation,OpenCounter will lead a series of testing sessions with staff,the number of which will be mutually agreed upon between both parties. Following these testing sessions, OpenCounter will open the site to individual staff testing.Staff are encouraged to do additional testing, logging all feedback to a shared template provided by your project manager.All feedback must be accompanied by documentation specified by the OpenCounter team in order to be appropriately addressed.All individual testing must be completed within 10 days after the last group testing session, with all requests resolved within the following week.Clients with a Zoning Portal will be asked to provide formal Zoning Approval.This milestone designates that no major issues remain that would block or delay launch.After this milestone,OpenCounter may continue to respond to changes requested by staff; however,these changes may not push back the agreed upon launch date. Admin Interface OpenCounter supports an unlimited number of staff logins.All admin users will be able to view the dashboard and all project details.Clients with intake/issuance will have additional permissions to review and issue permits.All clients must identify a subset of users who are responsible for adding new staff to the system. Local Geocoder Communities that are rapidly expanding may be interested in utilizing their local geocoder instead of OpenCounter's global default(Mapbox). If this option is selected, OpenCounter will work closely with a member of your GIS team to ensure that your addressing service meets OpenCounter's requirements. Additionally, OpenCounter will perform additional tests of your local geocoder against the global geocoder to ensure improved reliability, performance, and accuracy. Utilizing a local geocoder will require dedicated GIS resources from the client.Requirements are detailed here: http:Phelp.opencoun ter.corn/en/articles/1764973-using-your-local-geocoder Accela Integration An OpenCounter-Accela handoff allows applicants to connect their scoped permits in OpenCounter to their Accela account,where they can begin applying for the permit.The handoff initiates a permit/ record but does not include any data transfer as there is little to no shared data between the two systems. In order to set up an Accela handoff, OpenCounter requires an agency account in ACA with AMO license.Additionally, OpenCounter will need the list of permits that are shared between OpenCounter and Accela.Once staff has approved the permit configuration, OpenCounter will use your DEV environment to test record creation and identify any potential obstacles that an applicant might encounger,including validation requirements. Once your Portals are launched, OpenCounter will switch the DEV environment to your PROD environment. More detail can be found here: http://help.opencounter.com/en/articles/1573945-accela-credentials M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA08T �_ DATE: 8/4/2020 REFERENCE **M&C 20- LOG NAME: 13P OPEN COUNTER NO.: 0487 SOFTWARE DEV JC CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize an Agreement with Carahsoft Technology Corporation for the Purchase of Open Counter Software using a National Cooperative Purchasing Alliance Cooperative Agreement for the Development Services Department for a First Year Cost of $189,050.54 and Authorize Six Annual Renews in an Amount Up to $75,582.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize an execution of an Agreement with Carahsoft Technology Corporation for the purchase of open counter software using a National Cooperative Purchasing Alliance Cooperative Agreement for the Development Services Department for a first year cost of$189,050.54 and authorize six annual renews in an amount up to$75,582.00. DISCUSSION: Development Services approached the Purchasing Division with the intent to purchase a software system that would allow citizens access to information regarding the requirements and necessary steps to obtain permits, zoning, payment of fees and various other needs. The overall goal for this software is to create a more streamlined and easier process for citizens. The Open Counter Software will allow citizens the capability to apply, manage and renew permits and licensing in one place, eliminating the need to speak with multiple departments, where information and requirements can become confusing and overwhelming. Annual maintenance/subscription costs are as follows: $94,186.52 = Subscription Year 1 -2020 $75,582 = Subscription Year 2 -2021 $75,582 = Subscription Year 3-2022 $75,582 = Subscription Year 4 -2023 $75,582 = Subscription Year 5-2024 $75,582 = Subscription Year 6-2025 $75,582 = Subscription Year 7-2026 The National Cooperative Purchasing Alliance Cooperative (NCPA) Contract No. 01-86 offers discounted 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 bids for the purchase of items. NCPA Contracts are competitively bid to increase and simplify the purchasing power of government entities. SUCCESSOR CONTRACTS: In the event that a Cooperative Agreement is not renewed, Staff would cease making purchases at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreement. If the City Council were to not appropriate funds for a future year, Staff would cease making purchases when the last appropriation expires, regardless of whether the then-current Purchase Agreement has expired. If the cooperative contract is extended, this M&C authorizes the City to purchase similar software and services under the extended contracts. If the cooperative contract is not extended, but a new cooperative contract is executed with Carahsoft Technology Corporation with substantially similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the services under the new cooperative contract. 8/13/2020 M&C Review Page 2 of 2 A MBW/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. 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 -The agreement may be renewed for additional terms according to the NCPA Contract No. 01-86 cooperative agreement at the City's options to renew. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General and Special Purpose Funds to support the approval of the above recommendation and award of the contract. Prior to any expenditure being incurred, the Development Services department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year ChartField 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (ChartField 2) Submitted for City Manager's Office by. Jay Chapa (5804) Dana Burghdoff(8018) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS General and Special Purpose Funds available as of 7.13.20.pdf NCPA 01-86.pdf 8/13/2020