Loading...
HomeMy WebLinkAboutContract 45747 (2)P.O. No. tMin CITY OF FORT WORTH COOPERATIVE PURCHASE CUSTOMER AGREEMENT (Purchase Order) This Cooperative Purchase Customer Agreement ("Customer Agreement") is entered into by and between Dell Marketing, L.P. ("Vendor") and the City of Fort Worth, ("Customer" or "Authorized Customer"), a Texas local government entity, and a Customer as defined in Section 3.A. of the agreement between the State of Texas Department of Information Resources (the "Entity") and Vendor, Contract No. DIR-SDD-1951, as amended, (the "Entity Agreement") with an effective date of January 9, 2013. This Customer Agreement shall be governed by the terms and conditions of the Entity Agreement, which is incorporated herein by reference and is available online at https://www.dir.texas.gov/ict/contracts/Pages/Details.aspx?dir_contract_number=DIR-SDD-1951 or upon request from Vendor. The Entity Agreement expires on January 9, 2017. Authorized Customer is eligible and desires to purchase enterprise security monitoring, intrusion prevention, firewall management, vulnerability scanning and threat intelligence services for the Customer's network infrastructure, which is more specifically set out in in the attached and incorporated exhibits (Exhibit B, Service Order for Water Department, and Exhibit C, Service Order for Information Technology Department). Vendor and Customer agree to the additional terms attached and incorporated to this Customer Agreement as Exhibit Al Additional Terms. Customer also makes this purchase pursuant to the terms and conditions of the Entity Agreement as the Entity may specify from time to time, as well as the terms and conditions of this Customer Agreement. Entity will only be responsible for services provided to Entity and will not be responsible for payments for services provided to any individual Customer. The Authorized Customer agrees to the terms and conditions of the Entity Agreement as applicable. The Authorized Customer hereby agrees that it is separately and solely liable for all obligations and payments for goods and services provided hereunder. Vendor agrees that Customer shall be entitled to the same rights and protections under the law afforded to the Entity under the Entity Agreement, as applicable, as if Customer had entered into the Entity Agreement. Further, Vendor agrees that until the expiration of three (3) years after final payment under this Customer Agreement, or the final conclusion of any audit commenced during the said three years, Customer, or Customer's designated representative, shall have access to and the right to audit at reasonable times, all records of Vendor involving transactions relating to this Customer Agreement necessary to determine compliance therewith, at no additional cost to the Customer. Vendor agrees that the Customer shall have access to such records during normal business hours. Customer shall provide Vendor with reasonable advance notice of any intended audits. The undersigned represents and warrants that he/she has the power and authority to execute this Customer Agreement, bind the respective Authorized Customer, and that the execution and performance of this Customer Agreement has been duly authorized by all necessary Authorized Customer action by M&C P-11647 approved on May 6, 2014. Authorized Customer has caused this Customer Agreement to be executed by its duly authorized representative to be effective as of the date signed below by Customer. Customer Name: City of Fort Worth Authojize5 ignature Wit �. Printed' lame: Susan Alanis Title: k s'\64e- iha,mtprv- Date: I l ?<0 7� 6 Vendor Name: Dell Marketing, L.P. (DMLP) Authorized Signature \1 f 1 Printed Name: WILLIAM WATSON Title: CONTRACTS SR MANAGER Date: 7/14/2014 Exhibit A Additional Terms These additional terms are entered into by and between Vendor and Customer as of the Effective Date as defined below. This Exhibit provides specific terms and conditions applicable to certain managed security services and security and risk consulting services provided by Vendor to Customer. As to such services, this Exhibit supplements the terms of the services agreement between Vendor and Customer (the `Services Agreement') pursuant to the State of Texas Department of Information Resources ("DIR") Contract No. DIR-SDD-1951 ("DIR SDD 1951 Contract"). `Customer" may include Customer's Affiliates approved by Vendor to receive Security Services (as defined in Section 2) under this Exhibit A. As used herein, the term "Affiliates" with respect to a party means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is undei common control with such party. Unless otherwise defined in this Exhibit A, capitalized words used herein shall have the meaning set forth in the Services Agreement. 1. Effective Date, Term, and Prior Agreements. The Effective Date of this Customer Agreement shall be April 21, 2014, and shall include authority to pay for services already rendered during any lapse in agreement. This Customer Agreement will expire January 9, 2015, and includes two additional one-year ienewai options at the City's discretion. City Secretary Contract Numbers 41800, 41800-A1, 41800-A2 41800- A3, 41800-A4, 41800-A5, 41800-A6, 36559, 36559-A1, and 43645 are hereby terminated so that the terms of this Customer Agreement can control. If there are any conflicts between any other previous agreements between Vendor and Customer as it relates to these services, the terms of this Customer Agreement shall control. The term for the applicable Security Services to be provided under this Customer Agreement will be set forth on the applicable Service Order and/or Statement of Work and shall be the same as provided in this Customer Agreement. 2. Services. During the Term (as defined in Section 1) and subject to the DIR-SDD-1951 Contract, the terms and conditions of the Services Agreement and this Exhibit, Vendor agrees to provide the Security Services and Customer agrees to purchase such Security Services. Specific terms and conditions relating to the managed security services ("MSS Services") shall be set forth in the service order(s) ("Service Order(s)") included as Exhibits B and C and specific terms and conditions relating to the security and risk consulting services ("Consulting Services') shall be set forth in one or more statements of work ("Statement(s) of Work') executed by the parties. The MSS Services and Consulting Services are hereinafter collectively referred to as the ` Security Services." The MSS Service(s) are described in one or more attachments to each Service Order and the performance by Vendor of the MSS Services shall be in accordance with such attachments (the "Service Level Agreements"), subject to the terms and conditions therein. For the purposes of either party's Affiliates performing or purchasing Security Services hereunder pursuant to a Service Order and/or Statement of Work, references to Vendor and Customer herein shall be deemed references to such respective Affiliate(s). Except for equipment purchased by Customer pursuant to a Service Order ("Customer purchased equipment"), Customer will return to Vendor any equipment or hardware provided by Vendor ( `Equipment") for Customer's use during the Term of this Customer Agreement and the applicable Service Order and/oi Statement of Work, upon the expiration or termination of the Term. If such Equipment is not returned by Customer, Customei will be responsible for the then -current replacement costs of such Equipment. In the event of a conflict between the terms of the DIR-SDD-1951 Contract, the Services Agreement, this Fxhibit A, a Service Order and/or Statement of Work, the terms of these documents will be interpreted according to the following order of precedence on matters pertaining to the Security Services: (1) this Exhibit A; (2) Service Orders/Statements of Work (as applicable); (3) the Services Agreement and (4) DIR-SDD-1951 Contract. 3. Fees; Invoicing and Payment. 3.1 MSS Service Fees. Vendor's fees for the MSS Services are set forth on each Service Order. For each Service Order, the MSS Services ordered will commence on the first day in which Vendor: (a) has established communication with the contracted customer device(s) and/or Equipment; and (b) has verified availability of Customer Data (as defined in Section 6.1 below) on the Vendor customer portal, (the ` Service Commencement Date"), and Vendor may invoice Customer for such MSS Services on or after the Service Commencement Date. Customer may add or exchange certain MSS Services and/or devices at any time during the Term of this Customer Agreement. Customer will notify Vendor of its intention to add or exchange certain MSS Services and/or devices and Vendor will work with Customer to provide pricing to Customer for such adds and/or exchanges. In order for such Security Services and/or devices to be added to this Customer Agreement, Customei and Vendor shall execute a mutually agreed upon Service Order outlining the price, payment and Term for such MSS Services and/or devices. If Customer orders Server/Network Infrastructure Monitoring, Security Information and Event Management, Managed and Monitored Firewall, Managed and Monitored Integrated Appliance or Managed and Monitored Next Generation Firewall MSS Services pursuant to a Service Order, Customer shall be billed for the entire number of devices in the tier being purchased (as outlined in the applicable Service Order) upon the Service Commencement Date for the initial device. If there are any devices remaining to be integrated thereafter, Customer shall be responsible for initiating the integration of such devices via the Vendor network portal. 3.2 Consulting Service Fees Customer agrees to pay Vendor for the Consulting Services in accordance with the applicable Statement of Work. The fees specified in any Statement of Work are the total fees and charges for the Consulting Services, in accordance with Appendix C — Pricrng Index, of DIR-SDD-1951 Contract, but are subject to changes resulting from mutually agreed changes in the scope of Consulting Services to be provided pursuant to a Statement of Work change order executed by the parties. 3.3 Work on Customer Premises. If and to the extent that the Security Services require Vendor to be present at the Customer's premises, Vendor shall communicate the same and all Travel Fxpense Reimbursements shall be pre -approved. 3.4 Invoicing. Invoices will include the specific Service Order or Statement of Work Number. Vendor will invoice Customer in accordance with the payment terms set forth and detailed on the applicable Service Order or Statement of Worlc. All charges, fees, payments and amounts hereunder will be in United States dollars. 3.5 Purchases by Affiliates. Unless otherwise agreed in writing, any Affiliate who submits an order to Vendor fat Security Services shall agree to abide by the terms of the Services Agreement and this Exhibit and Customer shall be liable for any failure to comply or other breach hereof by any such Affiliate. Vendor, in its sole discretion, may discontinue selling Security Services to any Affiliate or may require additional payment and/or credit conditions for such Affiliate. 3.6 Third -Party Product Purchases. If Customer is purchasing, or subsequently purchases, any third party products or services through Vendor under a Service Order or Statement of Work, then, as applicable, Customer will comply with the DIRSDD-1951 Contract and the terms and conditions attached to that Service Order or Statement of Worlc relating to such third party product or service. 4. Effects of Termination. Termination or expiration of a Service Order or Statement of Work shall not be construed, by implication or otherwise, to constitute termination of this Customer Agreement or any other existing Service Order and/or Statement of Work. In the event that this Customer Agreement is terminated, any open Service Orders or Statements of Works shall also terminate. This Section 4 shall survive any expiration or termination of DIR-SDD-1951 Contract, the Services Agreement and of this Customer Agreement. 5. MSS Service Software; Restrictions. Vendor will provide to Customer all user IDs, tokens, passwords, access, use of the software (in object code format only), and digital signatures necessary to receive the MSS Services (the "Software") and the applicable written directions and/or policies relating to the MSS Services, which may be in paper or electronic format (the "Documentation' and collectively, with the MSS Services, Equipment and the Software, the "Products"), or a combination thereof as required by the Customer to receive the MSS Services. Vendor grants Customer a limited, nontransferable, royalty -free and nonexclusive license to access and use, and for Customer's Affiliates to access and use, during the Term, the Products delivered to Customer, subject to the restrictions set forth below. Customer (i) will use the Software, Security Services, Equipment and/or the Documentation for its internal security purposes, or for the internal security purposes of Customer's Affiliates purchasing Security Services hereunder and (ii) will not, for itself, any Affiliate of Customer or any third party: (a) sell, rent license, assign distribute, or transfer any of the Products; (b) decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the Software; (c) copy any Software or Documentation, except that Customer may make a reasonable number of copies of the Documentation for its internal use (provided Customer reproduces on such copies all proprietary notices of Vendor or its suppliers)• or (d) remove from any Software, Documentation or Equipment any language or designation indicating the confidential nature thereof or the pioprietary rights of Vendor or its suppliers. In addition, Customer will not, and will not permit third parties to, (I) use any Softwaie or Equipment on a time-sharing, outsourcing, service bureau, hosting, application service provider or managed service provider basis; (II) alter any aspect of any Software or Equipment; or (III) except as permitted under this Customer Agreement, assign, transfer, distribute, or otherwise provide access to any of the Products to any third party or otherwise use any Product with or for the benefit of any third party. This Section 5 shall survive any expiration or termination of DIR-SDD-1951 Contract and of this Customer Agreement. 6. Proprietary Rights. 6.1 Customer's Proprietary Rights. Customer represents and warrants that it has the necessary rights, power and authority to transmit Customer Data (as defined below) to Vendor under this Customer Agreement. As between Customer and Vendor, Customer will own all right, title and interest in and to (i) any data provided by Customer to Vendor and/or Customer data accessed or used by Vendor or transmitted by Customer to Vendor or Vendor Equipment in connection with Vendor 's provision of the Security Services, including, but not limited to, Customer data included in any written or printed summaries, analyses or reports generated in connection with the Security Services ("Customer Data"), (ii) all intellectual property, including patents, copyrights, trademarks, trade secrets and other proprietary information (`IP") of Customer that may be made available to Vendor in the course of providing Security Services under this Exhibit , and (iii) all confidential or proprietary information of Customer or Customer Affiliates, including, but not limited to, Customer Data, Customer Reports (as defined in Section 6 3), and other Customer files, documentation and related materials, in each case under this clause (iii), obtained by Vendor in connection with this Customer Agreement. During the Term, Customer grants to Vendor a limited non-exclusive license to use the Customer Data solely for the purposes contemplated by this Customer Agreement and for Vendor to perform the Security Services as contemplated hereunder. This Customer Agreement does not transfer or convey to Vendor or any third party any right, title or interest in or to the Customer Data or any associated IP rights, but only a limited r ight of use as granted in and revocable in accordance with this Customer Agreement. 6.2 Vendor's Proprietary Rights. As between Customer and Vendor, Vendor will own all right, title and interest in and to the Software, Equipment and Documentation. This Customer Agreement does not transfer or convey to Customer or any third party any right, title or interest in or to the Software, Equipment or Documentation or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this Customer Agreement Vendor will retain ownership of all copies of the Documentation. Vendor agrees to transfer all right, title and interest to any Customer equipment (not including any Vendor IP loaded onto such equipment) purchased by Customer pursuant to a Service Order. In addition, except as set forth in Sections 6.1 and 6.3, Customer agrees that Vendor is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, contained within the Security Services and/or Products, collectively, the "Works"), developed by Vendor in connection with the performance of the Security Services hereunder and of general applicability across Vendor 's customer base, and Customer hereby assigns to Vendor all right title and interest in any copyrights that Customer may have in and to such Work; piovided however, that such Work shall not include information or data belonging, referencing, or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, Vendor will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in Vendor s provision of its Counter Threat Intelligence Services. During the Term, Vendor grants to Customer a limited, non-exclusive license to use such Works solely to receive the Security Services hereunder for Customer's or Customer's Affiliate's internal security purposes only. 6.3 Customer Reports. Customer shall own all right, title and interest in and to any written summaries, reports, analyses, and findings or other information or documentation prepared exclusively for Customer in connection with the Consulting Services (the "Customer Reports"). The provision by Customer of any Customer Report or any information therein to any unaffiliated third party shall not entitle such third party to rely on the Customer Report or the contents thereof in any manner or for any purpose whatsoever, and Vendor specifically disclaims all liability for any damages whatsoever (whether foreseen or unforeseen, direct, indirect, consequential, incidental, special, exemplary or punitive) arising from or related to reliance by any third party on any Customer Report or any contents thereof. 6.4 Return of Proprietary Information. To the extent allowable under retention laws and policies, upon termination of this Customer Agreement, each party will, at the request of the other party and to the extent practicable, return, or upon the other party's request, destroy, all copies of the other party's IP and/or Confidential Information, including any Customer Data, in such party's possession, custody or control. For Customer purchased equipment, Customer shall erase destroy and cease use of all Software located on such Customer purchased equipment upon the expiration or termination of the Term. This Section 6 shall survive any expiration or termination of DIR-SDD-1951 Contract and of this Customer Agreement. 7. Customer Responsibilities. 7.1 Connecting to Managed Devices. If and to the extent that Vendor is providing managed or co -managed MSS Services hereunder, the obligations of Vendor to comply with the Service Level Agreements applicable to the MSS Services are dependent on Vendor 's ability to connect directly to the Customer devices on the Customer's network through an authenticated server in Vendor s secure operations center. If and to the extent that Vendor is required to connect to Customer devices via a non-standard means, such as Customer's VPN or other indirect connection, then, to the extent that Vendor's provision of MSS Services requires access to such managed or co -managed devices in connection with any incident response or help desk request, Vendor (i) can make no guarantees or give any assurances of compliance with the Service Level Agreements with respect thereto, and (ii) shall have no responsibility or liability for any failure to perform or delay in performing its obligations or meeting its Service Level Agreements hereunder to the extent such failure or delay is caused by such indirect access. 8. Confidentiality. In the event that Vendor is exposed to any Customer or Customer client non-public personal information (`NPPI") while performing the Security Services hereunder, Vendor agrees to maintain the confidentiality of and protect such NPPI in accordance with the Gramm -Leach - Bliley Act of 1999, the Fair Credit Reporting Act, the Health Insurance Portability and Accountability Act ("IIIPAA") and all other regulations applicable to the Security Services being performed hereunder. Vendor will, upon request, provide Customer with a copy of Vendor's current third -party audit report on service organizations (based on SAS 70/ SSAE 16 Type 2 or its successor standard). Customer acknowledges that all such reports constitute Confidential Information of Vendor hereunder. Vendor shall maintain information security policies and procedures for NPPI, consistent with prevailing United States industry standards 9. Additional National Security Obligations. In the provision of the Security Services by Vendor to Customer facilities located outside of the United States, Customer Data may be transferred outside of the country in which such Customer location is situated and therefore become subject to the laws of the United States of America (e.g. the Bank Secrecy Act) or other jurisdictions, which laws may iequire governmental disclosure thereunder. In addition, certain Security Services or Products to be provided hereunder as well as certain transactions hereunder may be subject to United States anti -boycott, export control, sanctions laws, and any applicable foreign export and import laws or regulations consistent with U.S. law, including, but not limited to, laws which may penalize or prohibit (i) transactions involving persons, companies, or entities involved in activities related to the proliferation of nuclear, missile, or chemical/biological weapons, or missiles that deliver such weapons (ii) transactions involving any person, company or other entity appearing on any applicable list of prohibited parties maintained by the United States Government; (iii) transactions involving countries against which the United States maintains economic sanctions or embargos under statute, Executive Order, or regulations issued by the Office of Foreign Assets Control ("OFAC '), 31 C.F.R. Subtitle B, Chapter V, as amended from time -to -time; and (iv) transactions involving any person, company, or entity acting or purporting to act, directly or indirectly, on behalf of, or an entity owned or controlled by, any party identified in (i) through (iii) above. Customer represents and warrants (x) that neither it nor any Affiliates or agents receiving Products is (or at any time during the Term will be), any person, company or entity described above and (y) that it will comply with all such applicable laws and regulations described above and will iequire each Affiliate and agent of Customer receiving the Products to comply with the foregoing. If Vendor becomes aware of any violation or alleged violation of any of the foregoing requirements of clause (x) or (y) above, Vendor will have the right to terminate Customer's right to receive the Products and Security Services for cause without affording Customer an opportunity to cure such non-compliance. This Section 9 shall survive any expiration or termination of DIR-SDD-1951 Contract and of this Customer Agreement. 10. Government Sales. If and to the extent, Customer is, or intends to supply any Vendor Pi oducts or Security Services (either directly or through other higher -tier contractors) to or use any Products or Security Services in providing products or services to, a Federal Government Entity, the following Restricted Rights provision shall apply. Restricted Rights: Vendor Products and Security Services, other than the supporting Documentation, provided to Federal Government agencies are provided with LIMITED RIGHTS, as those terms are defined in the Federal Acquisition Regulation (` FAR") at FAR clauses 52.227-14 and 52.227-19. Use, duplication, or disclosure of restricted rights Products by the Federal Government is subject to the restrictions as set forth in subparagraph `(c)" of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. In the event the sale is to a Department of Defense agency, the government's rights in software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and DFARS 227.7202. In no event shall Customer grant any higher tier contractor or the Federal Government rights in any Vendor Products greater than those set forth in this provision. This Section 10 shall survive any expiration or termination of this Customer Agreement. 11. Important Additional Terms. 11.1 Subcontracting. Neither party will have any rights, power or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Customer Agreement. 11.2 Entire Agreement. DIR Contract No. DIR-SDD-1951 and its Appendices, the Customer Agreement and its attached Exhibits, the Services Agreement, and the Service Orders and/or Statements of Work are the entire agreement between Vendor and Customer with respect to its subject matter and supersede all prior oral and written understandings, agreements, and communications including, but not limited to, any additional security or privacy agreements executed by the parties. The Service Level Agreements may be amended from time to time by Vendor, as reasonably necessary, in its t easonable discretion as long as such amendments (a) will have no material adverse impact on the Security Services, Service Levels or Service Credits currently being provided to Customer by Vendor; and (b) are being effected with respect to all similarly situated Vendor customers. 11.3 Address for Notices. If to Vendor : Dell Marketing, L.P. Attn: Legal If to Customer: (if different from above) City of Fort Worth Assistant City Manager over IT One Concourse Parkway, Suite 500 1000 Throckmorton St. Atlanta, GA 30328 Fort Worth, Texas 76102 With a copy to the City Attorney's Office at the same address This Section 11.3 shall apply for formal contract notices only and shall not limit the parties' ability to communicate via electronic mail or other methods as agreed to by the parties for routine communications. 11.4 Language. This Customer Agreement will be interpreted and construed in accordance with the English language. 11.5 Limitation Period. Neither party may institute any action in any form arising out of this Customer Agreement more than four (4) years after the cause of action has arisen, or in the case of nonpayment, more than four (4) years from the date of last payment. 11.6 Counterparts. This Customer Agreement may be executed in counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 12. Applicable to Security Services. Should a Statement of Work include security scanning, testing, assessment, forensics, or remedration Services ("Security Services"), Customer understands that Vendor may use various methods and software tools to probe network resources for security -related information and to detect actual or potential security flaws and vulnerabilities. Customer authorizes Vendor to perform such Security Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Secui ity Services or otherwise approved by Customer from time to time) on network resources with the IP Addresses identified by Customer. Customer represents that, if Customer does not own such network resources, it will have obtained consent and authorization from the applicable third party to permit Vendor to provide the Security Services. Vendor shall perform Security Services dui ing a timeframe mutually agreed upon with Customer The Security Services, such as penetration testing or vulnerability assessments, may also entail buffer overflows, fat pings, operating system specific exploits, and attacks specific to custom coded applications but will exclude intentional and deliberate DOS ("Denial of Service") attacks. Furthermore, Customer acknowledges that the Security Services described herein could possibly result in service interruptions or degradation regarding the Customer's systems and accepts those risks and consequences. Customer hereby consents and authorizes Vendor to provide any or all of the Security Services with respect to the Customer's systems. Customer further acknowledges that it is the Customer's responsibility to restore network computer systems to a secure configuration after Vendor's testing. 13. Applicable to Compliance Technical Services. Should a Statement of Work include compliance testing or assessment or other similar compliance advisory Services ("Compliance Services") Customer understands that, although Vendor 's Compliance Services may discuss or relate to legal issues, Vendor does not provide legal advice or services, none of such Services shall be deemed, construed as or constitute legal advice and that Customer is ultimately responsible for retaining its own legal counsel to provide legal advice. Furthermore, the Customer Reports provided by Vendor in connection with any Compliance Services shall not be deemed to be legal opinions and may not and should not be relied upon as proof, evidence or any guarantee or assurance as to Customer's legal or regulatory compliance. 14. Applicable to Payment Card Industry Compliance Technical Services. Should a Statement of Work include payment Card industry ("PCI") compliance auditing, testing or assessment or other similar PCI compliance advisory Technical Services ("PCI Compliance Services"), Customer understands that Vendor 's PCI Compliance Services do not constitute any guarantee or assurance that security of Customer's systems, networks and assets cannot be breached or are not at risk. These PCI Compliance Services are an assessment, as of a particular date, of whether Customer's systems, networks and assets, and any compensating controls meet the applicable PCI standards. Mere compliance with PCI standards may not be sufficient to eliminate all risks of a security breach of Customer's systems, networks and assets. Furthermore, Vendor is not responsible for updating its reports and assessments, or enquiring as to the occurrence or absence of such, in light of subsequent changes to Customer's systems, networks and assets after the date of Vendor's final report, absent a signed Statement of Work expressly requiring the same. By their signature below, Vendor and Customer indicate their agreement to the terms and conditions set forth in this Exhibit. Dell Marketing, L.P. S ignaturej.. a; IJ Name: Position: Date: WILLIAM WATSON CONTRACTS SR MANAGER 7/14/2014 APPROVED AS TO FORM AND LE w • LITY: By: Jessica Sap svang Assistant City Attorney OFFYCYAL RECORD CITY SECRETARY .",i, WORTH, fX Customer Signature; Name: 5vaa S US6- \-1\- Gt fA Position: �\ �s k sue. (flo' Y Luc, Date: ei 1 c 2ittim Contract Authorization: M&C: P -- Date Approved: ATTEST By: ffm Ma J. K4yser Ci Secretary Mogi cr- Ily ti 7 Exhibit B S ervice Order for W ater Department Dell Marketing L.P. PO BOX 802816 Chicago, IL 60680-2816 Fax: (843)903-1076 Service Order Bill To: City of Fort Worth Water Department Fort Worth Water Department Attn: Charmaine Salone Water IT City of Fort Worth 1000 Throckmonton StFort Worth, TX 73102 Contacts: Customer DMLP Charmaine Salone Tom Barwick Jamie Hicks SKU MMFW-S-100-Tier4-Al MMFW-HA-100-Tierl- Al SKU MMIDS-100MB-Tierl SKU TI-Al-SP-03 IT Business Systems Coordinator Account Manager Director, Enterprise Sales Firewall Managed and Monitored Firewall Managed and Monitored Firewall - High Availability Pair Network IPS/IDS Managed and Monitored IDS and IPS: Standalone Threat Intelligence Threat Intelligence: Standard Plus: 3 Seats Proposal Code: Proposal Date: Account Manager: Association: Payment Terms: Billing Frequency: Order Type: Ship Q139501.4 7/15/2014 Tom Barwick None Net 30 Monthly New To: City of Fort Worth Water Department Fort Worth Water Department Attn: Charmaine Salone Water IT City of Fort Worth 1000 Throckmonton StFort Worth, (817) (404) (704) 392-6629 486-4409 905-1731 charmaine.salone@fortworthgov.org tbarwick@secureworks.com ibhi cks@secureworks. com Qty Term 4 3/5/2014 - 1/9/2015 2 3/5/2014 - 1/9/2015 Qty 1 Qty 1 Term 3/5/2014 - 1/9/2015 Term 3/5/2014 - 1/9/2015 Years 0.85 0.85 Years 0.85 Years 0.85 Total (excluding any applicable taxes): P rice $34,517.89 $27,902.66 P rice $10,333.91 P rice $5,964.70 $78,719.16 Notes: The charges reflected hereunder do not include taxes. Customer will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes, if applicable, assessed in accordance with applicable law with respect to the provision of the Services or goods received from Dell Marketing L.P. which shall be invoiced separately. This Service Order and the resulting Purchase Order are subject to the City of Fort Worth Cooperative Purchase Customer Agreement and the TX DIR Contract No. DIR-SDD-1951 (the "Contract", the "Master Service Agreement" or "MSA"), by and between Dell Marketing L.P. ("Dell SecureWorks") and the State of Texas Department of Information Resources ("Entity" or "TX-DIR") (Dell Contract Code 42AFU) effective January 9, 2013. The term of the Cooperative Purchase Customer Agreement shall control. The terms listed on this service order are intended to allow for payment of services already rendered during any lapse in agreement. Dell Marketing L.P. shall send Customer monthly invoices for the first two (2) months of the MSS Service fees and any other one-time fees due hereunder on or after the Service Commencement Date (as defined in the MSA). Thereafter, Dell Marketing L.P. shall send Customer monthly invoices during the remaining term of this Service Order. Dell Marketing L.P. Scott E. Bialek Director, Global Contracts 7/15/2014 Customer: City of Fort Worth Water Authorized Signature Print Name* r b :CA 5 sa.„ Ct. Title: Date: ent Is Customer tax exempt? No Will a purchase order (P.O.) be required for payment? No Pricing valid until 7/25/2014. Page 1 of 1 Dell Marketing L.P. PO BOX 802816 Chicago, IL 60680-2816 Fax: (843)903-1076 Service Order Bill To: City of Fort Worth City of Fort Worth -IT Department 1000 Throckmonton St Fort Worth, TX 76102United States Contacts: Customer DMLP Type SKU Renewal Renewal Type Exchange Exchange Exhibit C Service Order for Information Technology Department Sean Malone Tom Barwick Jamie Hicks MMIA-S-25-Tier2 M M F W-HA-100-Tier4-A 1 S KU MMIA-S-25-Tier2 S M-Tier3 Type SKU Exchange SM-Tier2 Exchange MMIA-S-25-Tier1 Proposal Codes: Proposal Date: Account Manager: Association: Payment Terms: Billing Frequency: Order Types: Q139853.6, Q221462.2, Q218517.2 - 11079 7/15/2014 Tom Barwick N one N et 30 Monthly Renewal, Exchange, Exchange Ship To: City of Fort Worth City of Fort Worth -IT Department 1000 Throckmonton St Fort Worth, TX 76102United States Cyber Security Division Lead Account Manager Director, Enterprise Sales Product Description Managed Integrated Appliance: Standalone Managed and Monitored Firewall: HA Pair Product Description Managed Integrated Appliance: Standalone Monitored Server and Network Infrastructure: up to 50 Devices Product Description Monitored Server and Network Infrastructure: up to 25 Devices Managed Integrated Appliance: Standalone (817) 392-6068 (404) 486-4409 (704) 905-1731 Qty 2 5 Qty 1 1 sean.malone@fortworthgov.org tbarwick@secureworks.com fbhicks@secu reworks. com Term 6/17/2014 - 1/9/2015 7/15/2014 - 1/9/2015 Term 6/17/2014 - 1/9/2015 7/15/2014 - 1/9/2015 Years 0.5671 0.4904 Years 0.5671 0.4904 Total (excluding any applicable taxes): Qty -1 -1 Term Years 7/14/2014 - 7/14/2014 6/16/2014 - 6/16/2014 0 0 Total amount released from existing contract: Price $7,571.33 $27,788.44 Price $3,785.66 $20,690.10 $59,835.53 Price $0.00 $0.00 $0.00 Notes: The charges reflected hereunder do not include taxes. Customer will be responsible for any sales, use, value-added or import taxes, customs duties or similar taxes, if applicable, assessed in accordance with applicable law with respect to the provision of the Services or goods received from Dell Marketing L.P. which shall be invoiced separately. This Service Order and the resulting Purchase Order are subject to the City of Fort Worth Cooperative Purchase Customer Agreement and the TX DIR Contract No. DIR-SDD-1951 (the "Contract", the "Master Service Agreement" or "MSA"), by and between Dell Marketing L.P. ("Dell SecureWorks") and the State of Texas Department of Information Resources ("Entity" or "TX-DIR") (Dell Contract Code 42AFU) effective January 9, 2013. The term of the Cooperative Purchase Customer Agreement shall control. The terms listed on this service order are intended to allow for payment of services already rendered during any lapse in agreement. For Renewal line items: Dell Marketing L.P. shall send Customer monthly invoices for the MSS Service fees and any other one-time fees due hereunder on or after the Service Commencement Date (as defined in the MSA). Dell Marketing L.P. Scott E. Bialek Director, Global Contracts 7/15/2014 Customer: City of Fort W rfC Authorized Signature: t�1 tylk 1 Print Name: i..Sexin 1—i Mtn . S Title: Ac ti,S 1c C ks1 Y" Date: `1 1' C) /1 Is Customer tax exempt? No Will a purchase order (P.O.) be required for payment? No Pricing valid until 7/25/2014. Page 1 of 1 M&C Review Official site of he city of ort o exas; OUNCIL `YGENDA FORTWORTII COUNCIL ACTION: Approved on 5/6/2014 DATE' 5/6/2014 REFERENCE NO.: **P-11647 LOG NAME: 13P14-0120 DELL EW CODE: P TYPE CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Amendment of Purchase Agreement with Dell Marketing, L.P., to Add SecureWorks Network Infrastructure Monitoring, Network Security Services and External Vulnerability Scan Assessment Subscription Services for the Information Technology Solutions Department in the Amount of $265,000.00 for a New Agreement Amount of $5,065,000 00 Annually (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the amendment of a Purchase Agreement with Dell Marketing, L.P , to add SecureWorks Network infrastructure monitoring, network security services and external vulnerability scan assessment subscription services, for the Information Technology Solutions Department in the amount of $265,000 00 for a new Agreement amount of $5,065,000.00 annually. DISCUSSION: On March 22, 2011, (M&C P-11213) the City Council authorized a Purchase Agreement with S ecureWorks, Inc , for network infrastructure monitoring and external vulnerability scan assessment subscription services. Shortly thereafter, Dell Marketing, L.P., purchased S ecureWorks, Inc. and all SecureWorks, Inc., services are provided through Dell SecureWorks, Inc. (SecureWorks). The Information Technology Solutions (ITS) Department uses security subscription services from S ecureWorks to help protect the City information systems from hackers, web page defacement, denial of service attacks and rogue networking. SecureWorks monitoring services protect the City's internet presence by performing electronic vulnerability scans analysis, recommendations and reporting 24 hours a day, seven days a week. The Dell SecureWorks Purchase Agreement provides Staff with enhanced analytical tools and reporting capabilities. On December 6, 2011, (M&C P-11328) the City Council authorized an amendment to the S ecureWorks, Inc., Purchase Agreement to increase the total amount of the Agreement up to $265,000.00 for the first year, in order to provide monitoring and management of additional firewalls and intrusion detection. Following approval of this request, the SecureWorks Agreement will be consolidated with the existing Dell Marketing, L.P. Purchase Agreement for hardware, software, technology services, maintenance and support services approved on January 29 2013 with M&C P-11485 currently using Texas Department of Information Resources (DIR) Contract DIR-SDD-1951. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager in the amount up to $50 000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - This Agreement shall remain in effect from April 21, 2014 until January 9, 2015, with up to two additional one-year renewals, in accordance with the term and conditions of DIR-SDD-1951. http://apps.cfwnet.org/council packet/mc_review.asp?ID=19635&councildate=5/6/2014[6/26/2014 10:29:44 AM] M&C Review FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. BQN\14-0120\CBR TO Fund/Account/Centers Submitted for City Manaaer's Office by: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS DIR SDD 1951 Amendment 3.ndf DIR SDD 1951.pdf FROM Fund/Account/Centers Susan Alanis (8180) Aaron Bovos (8517) Jack Dale (8357) Eryck Walker (6610) http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19635&councildate=5/6/2014[6/26/2014 10:29:44 AM]