Loading...
HomeMy WebLinkAboutContract 55928CSC No. 55928 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Carahsoft Technology Technology Corp. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B— Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and 4. Exhibit C— Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of Forty One Thousand and, Three Hundred and Sixty Four 84/100 Dollars ($41,364.84). Vendor shall not provide any additional items or services ar bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on May 11, 2021 and ending on May 10, 2022. City shall be able to renew this agreement for three one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: City of Fort Worth Attn: Valerie Washington, Manager 200 Texas Street Fart Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: Carahsoft Technology Corporation Assistant City Attn: Kristina Smith, Contracts Director 1493 Sunset Hills Road, Suite 100 Reston, Virginia 20190 Facsimile: N/A With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 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 the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: Ualerie Wqshinqton �a=h,��o� u�� ��zo�� os:sa �01� By. ��e,e.. Name: Valerie Washington Title: Assistant City Manager Date: [INSERT DATE] Jun 2, 2021 APPROVAL RECOMMENDED: �� �� : Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: f � ��U i�z� U Name: Mary Kayser Title: City Secretary VENDOR: �� a �ppF F �R � ��d p�� d � O�� �vo ot o � Pa � ��°�00000�°°� *� n� TEXA`'�o,�,a Carahsoft Technology Corporation By: /12�� �y�2�Z Name: Kristina Smith Title: Contracts Director Date: 5/26/2021 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. ���� Steven Vandever�May26, 202115:43 CDT) By. Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: : �`�� Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX GOVERNMENT- PRICE QUOTATION Granicus at Carahsoft carahsoftn 11493 SUNSET HILLS ROAD � SUITE 100 � RESTON, VIRGINIA 20190 PHONE (703) 871-8500 � FAX (703) 871-8505 � TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM � SALES@CARAHSOFT.COM I U Angela Estrada City of Fort Worth 200 Texas Street Fort Worth, TX 76102 USA G GRAN ICUS FROM: Diana Grigorian Granicus Government at Carahsoft 11493 Sunset Hills Road Suite 100 Reston, Virginia 20190 EMAII Angela.Estrada@fortworthtexas.gov PHONE: (817) 392-2431 TERMS: DIR Contract No. DIR-TSO-4288 Expiration Date: February 21, 2025 FTIN: 52-2189693 Shipping Point: FOB Destination Credit Cards: VISA/MasterCard/AMEX Remit To: Same as Above Payment Terms: Net 30 (On Approved Credit) Texas VID#:1522189693700 Sales Tax May Apply LINE NO. PART NO. DESCRIPTION � � �3 4 EMAIL: Diana.Grigorian@carahsoft.com PHONt: (571) 662-3070 FAX: (703) 871-8505 QUOTE NO: QUOTE DATE: QUOTE EXPIRES: RFQ NO: �"IPPING: TOTAL QUOTL. - QUOTE PRICE - -._... - � =EES 607-LEG-GR-2460P Legistar Open Platform Package Annual Subscription Granicus - LEG-GR-2460P Start Date: 05/11/2021 End Date: 05/10/2022 607-MES-GR-246MP Meeting Efficiency Suite Minutes Package Annual Subscription Citizen Participation Suite Granicus - MES-GR-246MP Start Date: 05/11/2021 End Date: 05/10/2022 607-SDI-GR-246SP SDI 720p Streaming Upgrade Package Annual Subscription Granicus - SDI-GR-246SP Start Date: 05/11/2021 End Date: 05/10/2022 607-GEA-GR-246EAS Encoding Appliance Software Annual Subscription Granicus - GEA-GR-246EAS Start Date: 05/11/2021 End Date: 05/10/2022 SUBTOTAL: 27234827 02/03/2021 06/30/2021 GROUND $41,364.84 $41,364.84 QTY EXTENDED PRICE $21,816.79 TX DIR 1 $14,447.31 TX DIR 1 $2,833.75 TX DIR 1 $2,266.99 TX DIR 1 TOTAL PRICE: TOTAL QUOTE: $21, 816.79 $14,447.31 $2, 833.75 $2, 266.99 $41, 364.84 $41,364.84 $41,364.84 CONFIDENTIAL QUOTE DATE: 02/03/2021 PAGE 1 of 2 QUOTE NO: 27234827 carahsoft�� GOVERNMENT- PRICE QUOTATION Granicus at Carahsoft 11493 SUNSET HILLS ROAD � SUITE 100 � RESTON, VIRGINIA 20190 PHONE (703) 871-8500 � FAX (703) 871-8505 � TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM � SALES@CARAHSOFT.COM LINE NO. PART NO. DESCRIPTION - QUOTE PRICE Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Current Subscription End Date: 5/10/2021 Period of Performance: 5/11/2021 - 5/10/2022 G GRAN ICUS QTY EXTENDED PRICE CONFIDENTIAL QUOTE DATE: 02/03/2021 PAGE 2 of 2 QUOTE NO: 27234827 ��` GRAN ICUS � 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 United States THIS IS NOT AN INVOICE Order Form Prepared for Fort Worth TX Reseller: Carahsoft Procurement Vehicle: Texas Department of Information Resources (DIR) In Support of: Fort Worth TX ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On Expires On: ORDER TERMS Lexi Huhta alexis.huhta@granicus.com Q-129152 06/25/2021 06/30/2021 Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 05/10/2021 Period of Performance: 05/ 1 1/2021 - 05/ 10/2022 Order #: Q-129152 Prepared: O6/25/2021 Page 1 of 5 �� GRANICUS Order Form Fort Worth TX PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Quantity/Unit Annual Fee Fre uenc Legistar Annual 1 Each $21,816.79 Citizen Participation Suite Annual 1 Each $14,447.31 Upgrade to SDI 720p Streaming Annual 1 Each $2,833.75 Granicus Encoding Appliance Software Annual 1 Each $2,266.99 (GT) SU BTOTAL: $41,364.84 Order #: Q-129152 Prepared: O6/25/2021 Page 2 of 5 � GRANICUS PRODUCT DESCRIPTIONS Order Form Fort Worth TX Solution Description Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations to automate the entire legislative process of the clerk's office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes: • Unlimited user accounts • Unlimited meeting bodies and meeting types • Unlimited data storage and retention • Up to one (1) Legistar database • Up to one (1) InSite web portal Citizen Participation Suite The Granicus Citizen Participation suite provides the ability to involve the community throughout the legislative process and produce better outcomes. The Citizen Participation suite also reduces staff time by providing the ability to effortlessly collect, manage, and prioritize citizen input. The software provides a convenient way for citizens to voice their feedback and participate online. Granicus Citizen Participation includes: • Unlimited user signup • SpeakUp tool • eComment tool • Ability for citizens to sign up and participate in online projects, discussions, forums, ideas, surveys, and meetings • Spam protection through CAPTCHA • Profanity filters • Role permissions for administrators • Idea module • Discussion module • Forum module • Projects module • Survey module • Meetings module • Reporting on a module by module basis • Ability to request, speak, or comment on agenda items Order #: Q-129152 Prepared: O6/25/2021 Page 3 of 5 � GRANICUS Order Form Fort Worth TX Solution Description Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Granicus Encoding Appliance Granicus Encoding Appliance Software (GT) This includes the LiveManager Software (GT) Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Order #: Q-129152 Prepared: O6/25/2021 Page 4 of 5 G� GRANICUS TERMS & CONDITIONS • Link to Terms: https://�ranicus.com/pdfs/Master Subscription A�reement.pdf Order Form Fort Worth TX • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Fort Worth TX to provide applicable exemption certificate(s). • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. Order #: Q-129152 Prepared: O6/25/2021 Page 5 of 5 Exhibit B DIR Contract No. DIR-TSO-4288 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES Carahsoft Technology Corporation 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and Carahsoft Technology Corporation (hereinafter "Vendor"), with its principal place of business at 1860 Michael Faraday Drive, Suite 100, Reston, Virginia 20190. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-416, on 2/26/2018, for Software Products,Software as a Service, and Enterprise Resource Planning Software Modules Products and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-416 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-416, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-416, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The initial term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor, with two (2) optional two-year renewals. Prior to expiration of each term, the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. Department of Information Resources Page 1 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4288 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Software Products, Software as a Service, and Enterprise Resources Planning Software Modules Products and Related Service as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.B above. B. Services Services available under this Contract are limited to Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. C. Emerging Technologies and Future Acquisitions DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to consider the addition of emerging technology such as next generation, enhancements and upgrades for products and services that are within the scope the solicitation described in Section 1.B above. Vendor may propose such products and services throughout the term of the contract. Pricing and terms will be negotiated upon DIR acceptance. Any determination will be at DIR's sole discretion and any decision will be final. In addition, Texas DIR and Vendor may mutually agree to add future acquisitions of Vendor to the contract. Subsequent terms of the acquisition(s) and pricing will be mutually agreed upon in writing and amended under the contract. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract three quarters percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. Department of Information Resources Page 2 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4288 Vendor Contract No. If sent to the State: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 15t" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: kelly.parker@dir.texas.�ov If sent to the Vendor: Kai Hollenhorst Carahsoft Technology Corporation 1860 Michael Faraday Drive, Suite 100 Reston, VA 20190 Phone: (703) 230-7536 Facsimile: (703) 871-8505 Email: kai.hollenhorst@carahsoft.com 7. Software License Agreements A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on Department of Information Resources Page 3 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4288 Vendor Contract No. or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not [without prior written agreement from Customer's authorized signatory,] require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. 8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. Department of Information Resources Page 4 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4288 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Carahsoft Technology Corporation Authorized By: Si�nature on File Name: Kai Hollenhorst Title: Contract Specialist Date: 2/12/19 The State of Texas, acting by and through the Department of Information Resources Authorized By: Si�nature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 2/21/19 Office of General Counsel: mh 2/21/19 Department of Information Resources Page 5 of 5 (DIR rev 03/2018) Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who oate Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Carahsoft Technology Corp 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Not Applicaable Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? � Yes � No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? � Yes � No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 ���� s�.� 5/26/2021 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: *** (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015