HomeMy WebLinkAboutContract 57034 CSC No.57034
FORT WORT H
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Future Com,
LTD ("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—DIR-TSO-4288 Pricing Index;
3. Exhibit B—Cooperative Agency Contract DIR-TSO-4288; 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 up to an amount of Six million, nine hundred and thirty-four thousand Dollars ($6,934,000.00).
Vendor shall not provide any additional items or services or 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 September 28, 2021 and ending
on September 27, 2022. City shall be able to renew this agreement for 3 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: To VENDOR:
City of Fort Worth Future Com, LTD.
Attu: Valerie Washington, Assistant City ATTN: Legal
Manager 3600 William D. Tate, Ste. 300
200 Texas Street Grapevine, TX 76051
Fort Worth, TX 76102-6314 Facsimile: 817-549-0404
Facsimile: (817) 392-8654 Email: legal@fcltd.net
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,except for third party manufactures products and services resold to the City and governed
by the manufactures licenses, support, maintenance or services agreements between the City and
manufacturer, 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 tocontinue
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, except for third party manufactures products and
services resold to the City and governed by the manufactures licenses, support, maintenance or services
agreements between the City and manufacturer, 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:
CONTRACT COMPLIANCE MANAGER:
V.,4 , A-, By signing I acknowledge that I am the person
By: Valerie Washington(Jan 24,202213:17 CST) responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Jan 24, 2022
APPROVAL RECOMMENDED: By: Bobby Lee(Jan 21,2022 12:08 CST)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST: By:
Name: Taylor Paris
Title: Assistant City Attorney
By: �a nett�s(Ja25, �CST) CONTRACT AUTHORIZATION:
Name: Jannette Goodall aap`4FoRr��aa M&C: 21-0753 9/28/21
p0 0000000o L
Title: City Secretary Ayp. a °(O dd
d~o 'o
o9�d
o d
VENDOR: 0 0
°oo
000000°o pFY
Future Com,LTD.
Digitally signed by Mark
Mark Williamson Williamson
By: Date:2022.01.20 12:43:38-06'00'
Name: Mark Williamson
Title: CFO
Date: 01/20/2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Exhibit A
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
I J7Z�[R�i�I�'iT�S�LTiI
4iq 2.00%
Accela,Inc. 2.00%
Accelion 3.00%
Access Data Group,LLC(now AccessData-Exterro) 2.50%
Acquia 5.00%
Adaptus 2.00%
ADF 1.00%
AdvoLogix 1.00%
AeroDefense 5.00%
Akamai 26.00%
Alteryx 2.00%
Amazon Web Services 2.00%
Anaplan 1.00%
Application Perfect 3.00%
Appsian 2.00%
Apttus 2.00%
Aqua Security Software Ltd 2.27%
Arcusys 3.00%
Armis 4.00%
ASG 5.00%
Assured Data 2.00%
Atlassian 0.25%
Aurea 16.66%
Authentic8 3.00%
Avatier 2.00%
Ave Point 2.50%
BasicGov 3.53%
Binti Tier five 10.00%
Binti Tier four 8.00%
Binti Tier one 2.00%
Binti Tier two 4.00%
BintiTier three 6.00%
Blackberry 4.00%
Blancco 2.00%
Bomgar 5.25%
Bomgar Appliances 5.25%
Bomgar Licenses 9.50%
Box,Inc. 18.39%
Bracket Labs 2.00%
Bravium 2.00%
Broadcom 2.00%
Buurst 2.00%
CA Technologies-On Demand or Saas delivery 0.00%
Pagel
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
CATechnologies-Perpetual License 20.00%
Carahsoft CPP 1.00%
Cellebrite 0.00%
Centrify Corporation 8.00%
ChainAnalysis 9.09%
CityBase 2.00%
Citylnnovate 1.00%
Clear Story Data 2.00%
Cloudbyz 2.00%
cloudera 4.95%
Cofense 2.00%
CollabNet 2.97%
ComplianceSeal 2.00%
Confluent 1.00%
Copado 2.00%
Critical Start 5.00%
Cutting Edge 2.00%
Cyber-Ark 12.50%
CybeReady 30.00%
DarkOwl, LLC 2.62%
DataDog 2.00%
Decision Lens 5.00%
Delphix 9.72%
Digital Guardian 10.00%
Discover Technologies 2.00%
DocuSign 4.00%
DOMA 2.00%
Drawloop 4.28%
Dronedeploy 2.00%
Druva 1.00%
eCivis Other Offerings 3.00%
eCivis Software 15.00%
eCivis Training 3.00%
Elastic 1.50%
Entco OBA Micro Focus 7.00%
Entco OBA Micro Focus Saas 7.00%
Entco OBA Micro Focus Software 20.00%
Experian 15.00%
FICO 2.00%
Fico 2.00%
Fidelis 2.00%
FireEye Software/Hardware bundled, as part of a Softwar
5.00%
complete solution system
FireEye Management Software 35.00%
FireEye Software 3.00%
Five9 1.33%
Page 2
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Flexera 3.00%
Flosum 2.00%
ForeScout Technologies 2.00%
Forge Rock 5.75%
Formstack 2.62%
Fortinet-Tier one Software 0.50%
Fortinet-Tier Three Bundles 20.00%
Fortinet-Tier Two 15.00%
F-Secure 3.00%
Genesys 5.00%
Gimmal 0.75%
Git Lab 1.49%
Globalflyte 1.00%
GNT 20.00%
Granicus 4.25%
Groundwork 2.00%
GTY 1.00%
Hashicorp 1.00%
Haystax 2.00%
Hootsuite Media Inc. 1.27%
HyTrust 6.00%
iboss 26.00%
I D.me 1.33%
imprivata 3.12%
Infocyte Security Software 10.00%
Infocyte Volume Node Discount 20.00%
I nform ati ca 15.00%
IronNEt 2.00%
Ivanti,Inc. 3.50%
Jama-Tier one 10.00%
Jama -Tier Three 20.00%
Jama-Tier two 15.00%
Kaypala 2.00%
KnowWho 3.00%
Kofax 10.00%
Leaptree 2.00%
Liferay 3.00%
Linkedln Corporation 1.00%
Liquidware Labs 6.00%
Lookout Inc. 2.27%
MapAnything 2.00%
MarketResearch.com, Inc 1.26%
MarkLogic 10.40%
MB&A 2.00%
McAfee 5.00%
Metalogix 5.40%
Page 3
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Microsoft Azure 2.50%
MongDB 5.00%
MuleSoft 0.50%
NetAbstraction 1.00%
NetFoundry PaaS 16%
NetFoundry PaaS(Volume Discounts) 40%
Netskope 6.00%
New Relic,Inc. 3.00%
Ntrepid 10.67%
Nuance 3.00%
Nutanix 8.75%
Nuvolo 5.00%
Okta,Inc. 1 50%
OpenCounter 5.00%
OutSystems 2.00%
PaexerHealth 1.00%
PagerDuty 1.00%
Paxera 10.00%
PlatCore 1.00%
Pondera 2.00%
Precision Hawk 0.50%
Procore 1.00%
Puppet 6.00%
Qualtrics 1.74%
Questica 5.00%
RangeForce 0.50%
Rapid7 3.00%
ReadSpeaker 5.00%
Recorded Future 1.00%
Red Hat Ansible 1.00%
Red Hat CEPH Storage 16.00%
Red Hat Cloud Solutions 16.00%
Red Hat Enterprise Linux Middleware 20.48%
Red Hat Enterprise Linux Platform 20.48%
Red Hat Enterprise Virtualization 20.48%
Red Hat Gluster Storage 16.00%
Red Hat Mobile Application Platform 1.00%
Red Hat Network Satellite and Related Network 20.48%
Red Hat Technical Account Managers 1.00%
REI Systems 2.00%
Remediant 15.00%
RestNSX 2.00%
Revenue Grid 2.00%
Reversinglabs 1.26%
RSA 10.00%
Sailpoint 2.00%
Page 4
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Salesforce.com 5.30%
SAP 10.68%
Saviynt 1.19%
Sayari 10.00%
SOL Government 7.51%
Secureworks, Inc. 1.39%
SerentityEHS 10.00%
ServiceNow 4.50%
Siren.io 0.50%
Skuid 2.00%
Slack 1.00%
Smartsheet 2.00%
SnowFlake 1.00%
Socrata, Inc. 5.09%
SoftwareAG 15.00%
Solarwinds 10.00%
Splunk 1.50%
StaveApps 1.00%
Stealthbits 6.00%
Symantec 9.50%
Syncscort 3.00%
Tableau 0.75%
Team Northwoods 2.00%
Tech Soft 3D,Inc. 4.28%
Telemessage 6.00%
Teradici 3.75%
Thoughtspot 2.00%
TimeLinePI 2.00%
TimeTrade 2.00%
TransUnion 15.00%
Trend Micro 5.00%
Trifacta 1.00%
Trimpie 10.00%
Trustwave 10.08%
Tufin 3.00%
U i Path 2.00%
Unifi 2.00%
Unqork 5.00%
Userlst 3.00%
VAUMAiL 2.00%
VERITAS 15.64%
Veritone 2.00%
Vlocity 3.00%
VMware Academic Solutions 43.50%
VMware Government Solutions 3.50%
Vmware Velocloud 3.50%
Page 5
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Voyager Analytics Inc 1.00%
Wasabi 1.00%
WhiteCanyon 1.00%
Wickr 1.26%
Worksoft 2.00%
Xcential 2.00%
Zoom 2.00%
Zscaler,Inc. 10.00%
51iMdA69:4
4iq 2.00%
Accela,Inc. 4.25%
Accelion 2.00%
Access Data Group,LLC(now AccessData-Exterro) 2.50%
Acquia 4.24%
Adaptus 2.00%
ADF 1.00%
Advologix 1.00%
AeroDefense 5.00%
Akamai 5.00%
Alteryx 2.00%
Amazon Web Services 1.00%
Anaplan 1.00%
Application Perfect 3.00%
Apttus 2.00%
Aqua Security Software Ltd 2.27%
Arcusys 3.00%
Armis 3.00%
ASG 5.00%
Assured Data 2.00%
Atlassian 0.25%
Aurea 16.66%
Authentic8 3.00%
Avatier 2.00%
Ave Point 2.50%
BasicGov 3.53%
Binti 2.00%
Blackberry 4.00%
Blancco 2.00%
Bomgar 5.25%
Bomgar Appliances 5.25%
Bomgar Licenses 9.50%
Box,Inc. 5.00%
Bracket Labs 2.00%
Bravium 2.00%
Broadcom 1.00%
Page 6
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Buurst 2.00%
CA Technologies 3.00%
Carahsoft 1.00%
Cellebrite 0.00%
Centrify Corporation 2.00%
ChainAnalysis 9.09%
CityBase 2.00%
Citylnnovate 1.00%
Clear Story Data 2.00%
Cloudbyz 2.00%
cloudera 4.95%
Cofense 2.00%
CollabNet 2 97%
ComplianceSeal 2.00%
Confluent 1.00%
Copado 2.00%
Critical Start 5.00%
Cutting Edge 2.00%
Cyber-Ark 12.50%
CybeReady 24.00%
Cylance 1.75%
DarkOwl, LLC 2.62%
DataDog 2.00%
Decision Lens 1.00%
Delphix 4.69%
Digital Guardian 1.30%
Discover Technologies 2.00%
DocuSign 3.00%
DOMA 2.00%
Drawloop 4.28%
Dronedeploy 2.00%
Druva 4.28%
eCivis 3.00%
Elastic 1.50%
Entco OBA Micro Focus 5.00%
Exabeam 10.00%
Experian 15.00%
FICO 2.00%
Fidelis 2.00%
FireEye 2.00%
Five9 1.33%
Flexera 1.00%
Flosum 2.00%
ForeScout Technologies 2.00%
ForgeRock 5.75%
Formstack 2.62%
Page 7
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Fortinet 2.00%
F-Secure 3.00%
Genesys 5.00%
Gigamon 5.00%
Gimmal 0.75%
GitLab 1.49%
Globalflyte 1.00%
GNT 20.00%
Granicus 4.25%
Groundwork 2.00%
GTY 1.00%
Hashicorp 1.00%
Haystax 2.00%
Hootsuite Media Inc. 1.27%
HyTrust 5.65%
iboss 10.00%
I D.me 1.33%
imprivata 3.12%
Infoblox 3.00%
Infocyte 10.00%
I nform ati ca 15.00%
IronNEt 2.00%
Ivanti,Inc. 2.50%
Jama 8.00%
Kaypala 2.00%
KnowWho 3.00%
Kofax 5.00%
Leaptree 2.00%
Uferay 3.00%
Linkedln Corporation 2.00%
Uquidware Labs 6.00%
Lookout Inc. 2.27%
MapAnything 2.00%
MarketResearch.com, Inc 1.26%
MarkLogic 10.45%
MB&A 2.00%
McAfee 5.00%
Metalogix 5.40%
Microsoft Azure 2.50%
MongDB 5.00%
MuleSoft 0.50%
NetAbstraction 1.00%
NetFoundry 10.00%
Netskope 5.00%
New Relic,Inc. 3.00%
Ntrepid 10.67%
Page 8
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Nuance 1.00%
Nutanix 5.00%
Nuvolo 5.00%
Okta,Inc. 1.50%
OpenCounter 5.00%
OutSystems 2.00%
PaexerHealth 1.00%
PagerDuty 1.00%
Palo Alto Networks 5.00%
Paxera 10.00%
PlatCore 1.00%
Pondera 2.00%
Precision Hawk 0.50%
Procore 1.00%
Puppet 6.00%
Qualtrics 1.00%
Questica 5.00%
RangeForce 0.50%
Rapid? 2.00%
ReadSpeaker 4.90%
Recorded Future 1.00%
Red Hat Ansible Software 1.00%
Red Hat CEPH Storage 1.00%
Red Hat Cloud Solutions 1.00%
Red Hat Enterprise Linux Middleware 1.00%
Red Hat Enterprise Linux Platform 1.00%
Red Hat Enterprise Virtualization 1.00%
Red Hat Gluster Storage 1.00%
Red Hat Mobile Application Platform 1.00%
Red Hat Network Satellite and Related Network 1.00%
Red Hat Technical Account Managers 1.00%
REI Systems 2.00%
Remediant 15.00%
RestNSX 2.00%
Revenue Grid 2.00%
ReversingLabs 1.26%
RSA 10.00%
Sailpoint 2.00%
Salesforce.com 5.30%
SAP 10.68%
Saviynt 1.19%
Sayari 10.00%
SOL Government 0.00%
Secureworks, Inc. 1.39%
SerentityEHS 10.00%
ServiceNow 1.50%
Page 9
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
Siren.io 0.50%
Skuid 2.00%
Slack 1.00%
Smartsheet 2.00%
SnowFlake 1.00%
Socrata, Inc. 1.00%
SoftwareAG 15.00%
Solarwinds 1.39%
Splunk 1.50%
StaveApps 1.00%
Stealthbits 5.00%
Symantec 9.50%
Syncscort 3.00%
Tableau 0.75%
Team Northwoods 2.00%
Teammate 10.00%
Tech Soft 3D, Inc. 4.28%
Telemessage 6.00%
Tenable 4.00%
Teradici 5.75%
Thoughtspot 2.00%
TimelinePl 2.00%
TimeTrade 2.00%
TransUnion 15.00%
Trend Micro 5.00%
Trifacta 1.00%
Trimpie 8.00%
Trustwave 10.08%
Tufin 1.00%
UiPath 2.00%
Unifi 2.00%
Unqork 5.00%
Userlst 3.00%
VALiMAiL 2.00%
VERITAS 4.50%
Veritone 2.00%
Vlocity 3.00%
VMware Academic 3.50%
VMware Government 3.50%
Voyager Analytics Inc 1.00%
Wasabi 1.00%
WhiteCanyon 1.00%
Wickr 1.26%
Worksoft 2.00%
Xcential 2.00%
Zoom 2.00%
Page 10
APPENDIX C PRICING INDEX
DIR-TSO-4288 (PER AMENDMENT 5) CARAHSOFT TECHNOLOGY CORP.
BlackBerry Enterprise Mobility Suite-Collaboration Edition
Subscription User-Advantage Support 712.00%
BlackBerry Enterprise Mobility Suite-Collaboration Edition
12.00%
Subscription User-Premium Support
BlackBerry Enterprise Mobility Suite-Content Edition
12.00%
Subscription User-Advantage Support
BlackBerry Enterprise Mobility Suite-Content Edition
12.00%
Subscription User-Premium Support
BlackBerry Enterprise Mobility Suite-Enterprise Edition
12.00%
Subscription User-Advantage Support
BlackBerry Enterprise Mobility Suite-Enterprise Edition
12.00%
Subscription User-Premium Support
BlackBerry Enterprise Mobility Suite-Management Edition
12.00%
Subscription User-Advantage Support
BlackBerry Enterprise Mobility Suite-Management Edition
12.00%
Subscription User-Premium Support
Page 11
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 15`" 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 Prod ucts,Software as a
Service, and Enterprise Resource Planning Software Modules Products and Services. Upon
execution of this Contract,a notice of award for RFO D I R-TSO-TM P-41 6 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 1.8 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 1.8
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 1.13 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 beat 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 termsof
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.
S_ 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)AII 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.
119ent to the State:
Kelly A Parker,CTPM,CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15t11 St.,Suite 1300
Austin,Texas 78701
Phone: (512)475-1647
Facsimile: (512)475-4759
Email: kellv.oarkeradir.texas.aov
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.hollenhorstra)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.
oafter 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: Signature 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: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 2/21/19
Office of General Counsel:m It = _
Department of Information Resources Page 5 of 5 (DIR rev 03/2018)
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
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 Date 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.
jJ Name of vendor who has a business relationship with local governmental entity.
Future Com, LTD
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 71h 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.
NONE
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?
F] Yes E-1 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?
71 Yes Fl No
s 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 afamily 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
Digitally signed by Mark Williamson
Mark Williamson Date:2022.01.2012:44:23-06'00' 01/20/2022
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
Acomplete copy of Chapter 176 of the Local Government Code maybe 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 ofthe 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 thattheofficer becomesaware 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(al 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) thatthe vendor has given one or more gifts described by Subsection(a);or
(C) ofa family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11,30/2015
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/28/21 M&C FILE NUMBER: M&C 21-0753
LOG NAME: 13PINFRASTRUCTURE MULTI-COOP ITS ADK
SUBJECT
(ALL)Authorize Non-Exclusive Purchase Agreements for Information Technology Infrastructure,with Netsync Network Solutions, Inc., Presidio
Networked Solutions Group, LLC, Future Com, LTD., and World Wide Technology LLC using Multiple State of Texas Department of Information
Resources(DIR)and The Interlocal Purchasing System Cooperative Contracts(TIPS)with a Combined Annual Amount up to$6,934,000.00, and
Five One-Year Renewal Options with DIR in the Amount of$5,534,000.00 for the First Renewal, $5,184,000.00 for the Second Renewal,
$4,434,000.00 for the Remainder Renewals and Two One-Year Renewal Options for TIPS and Ratify Expenditures in the Amount of$70,200.00 for
the Information Technology Solutions Department(ITS)
RECOMMENDATION:
It is recommended to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync Network Solutions, Inc.,
Presidio Networked Solutions Group, LLC, Future Com, LTD., and World Wide Technology LLC using Multiple State of Texas Department of
Information Resources(DIR)and The Interlocal Purchasing System Cooperative Contracts(TIPS)with a combined annual amount up to
$6,934,000.00, and Five one-year renewal options with DIR in the amount of$5,534,000.00 for the first renewal, $5,184,000.00 for the second
renewal, $4,434,000.00 for the remainder renewals and two one-year renewal options for TIPS and ratify expenditures in the amount of
$70,200.00 for the Information Technology Solutions Department(ITS).
DISCUSSION:
The Information Technology Solutions Department(ITS)will use these agreements to purchase equipment and services from Netsync Network
Solutions, Inc., Presidio Networked Solutions Group, LLC, Future Com., LTD and World Wide Technology LLC.to support the City's information
technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage,virtual desktop
environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached
the end of life cycle as well as new projects for City departments using the following cooperative contracts:
Vendor Co-op Expiration RFO Published Responses Due
Date
DIR-TSO-
WWT 4135 5/2/2022 5/23/2016 6/23/2016
WWT, Presidio, DIR-TSO-
Netsync 4167 7/3/2023 12/20/2017 2/5/2018
WWT, Presidio, DIR-TSO-
Netsync 3763 1/10/2024 9/12/2016 10/13/2016
WWT, Presidio, DIR-TSO-
Netsync 4299 12/17/2023 3/20/2018 5/4/2018
DIR-TSO-
WWT, Future Com 4160 10/2/2024 1/12/2018 2/26/2018
DIR-TSO-
Presidio, Future Com 4288 2/21/2025 2/26/2018 4/9/2018
Future Com TIPS 200105 5/31/2023 1/9/2020 2/21/2020
On September 15, 2020, City Council approved M&C 20-0650 authorizing similar agreements for information technology infrastructure purchases.
Due to unanticipated projects related to COVID and a new City Hall additional spending authority is being requested. To avoid any confusion,
approval of this M&C will eliminate prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123,
19-0270 and 20-0650.
In the previous years,the Information Technology Solutions Department spent approximately$1.7 million in authorized expenditures out of the
operating and capital fund. Approval of this M&C will allow a total of$6,934,000.00 in expenditures for the initial year, $5,534,000.00 for the first
renewal, $5,184,000.00 for the second renewal, $4,434,000.00 for the remainder renewals for projects such as safety and security, new building
projects, building upgrades, building renovations and building expansion projects. Staff anticipate additional needs with the purchase of a new City
Hall building and the technology upgrade project at the Fort Worth Convention Center. These agreements and spending authority will be made
available to Radio Services, Desktop, Hardware and Security divisions to purchase hardware and software for City departments as requested.
It is requested that City Council ratify expenditures in the amount of$70,200.00. In anticipation of a new M&C, ITS staff executed a contract with
Word Wide Technology LLC in the amount of$70,200.00. This expenditure was for professional services needed to upgrade our Unified
Communications platforms. The platform was overdue for security and performance updates and there was limited in house experience. The
quick turnaround was based on FY21 operational spend timelines.
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10%of the business. No specific contract amount is
guaranteed.
PRICE ANALYSIS-The Texas Department of Information Resources Contracts(DIR)and The Interlocal Purchasing System Cooperative
Contracts offer 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. DIR and TIPS Contracts are
competitively bid to increase and simplify the purchasing power of government entities.
M/WBE- An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
SUCCESSOR LANGUAGE: The City will initially use these DIR Contracts to make purchases authorized by this M&C. The Cooperative
Contracts are set to expire on various dates. If the DIR contracts are extended,this M&C authorizes the City to purchase similar equipment and
supplies under the extended contract. If the DIR contracts are not extended, but DIR executes new cooperative contracts with substantially similar
terms,this M&C authorizes the City to purchase the same equipment and supplies under the new DIR contracts. If this occurs, in no event will the
City continue to purchase goods and services under the new DIR agreements past 2026 without seeking Council approval.
AGREEMENT TERM: Upon City Council's approval,these agreements will be executed and continue for a term of 12 months in accordance with
approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
RENEWAL TERMS-The Texas Department of Information Resources Contracts(DIR)Agreement may be renewed annually for five(5)one-year
terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual
amount. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the ITS
Capital&Culture&Tourism Cap Projects Funds for the Technology Infrastructure-IT&Technology SCN FWCC projects and the General Fund to
support the approval of the above recommendation and exection of the purchase agreements. Prior to any expenditure being incurred,the
Information Technology Services Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Jay Chapa 5804
Valerie Washington 6192
Originating Business Unit Head: Reginald Zeno 8517
Kevin Gunn 2015
Additional Information Contact: Cynthia Garcia 8525
Ashley Kadva 2047
Expedited