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Contract 57485 (2)
CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement (“Agreement”) is entered into by and between Carahsoft Technology Corporation (“Seller”) and the City of Fort Worth, (“Buyer”), 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 – City’s Terms and Conditions; 3. Exhibit B – Conflict of Interest Questionnaire. 5. Exhibit C – Seller’s Quote, Scope of Services or Purchase Order; 6. Exhibit D – Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. In the event of a conflict between Exhibit A – City’s Terms and Conditions and Exhibit D – NCPA 01-86, then Exhibit A – City’s Terms and Conditions shall control, but only to the extent allowable under the NCPA 01-86. Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by Buyer shall not exceed Two Hundred Forty Eight Thousand Four Hundred Seventy Seven dollars and Fifty Four cents ($248,477.54). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below (“Effective Date”) and expires November 30, 2022 to coincide with the Cooperative Purchase Agreement. Buyer shall be able to renew this agreement for one (1) one-year renewal options by written agreement of the parties. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CSC No. 57485 CITY OF FORT WORTH: By: ___________________________ Name: Dana Burghdoff Title: Assistant City Manager Date: ___________________________ APPROVAL RECOMMENDED: By: ______________________________ Name: William Johnson Title: Capital Delivery Director ATTEST: By: ______________________________ Name: Jannette Goodall Title: City Secretary 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. By: ______________________________ Name: Lane Zarate Title: Sr. Capital Projects Officer APPROVED AS TO FORM AND LEGALITY: By: _____________________________ Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0299 SELLER: Vendor By: Name: Title: Date: ____________________________ ATTEST: By: ______________________________ Name: ________________________ Title: ________________________ Kristina Smith Contracts Manager 04/20/2022 Lane Zarate (Apr 26, 2022 15:34 CDT) Lane Zarate William M Johnson (Apr 26, 2022 16:05 CDT) Dana Burghdoff (Apr 27, 2022 13:49 CDT) Dana Burghdoff Jannette S. Goodall (Apr 27, 2022 16:03 CDT) Jannette S. Goodall Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. Termination. 1.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor’s provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City (“City Information”) as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a “Deliverable” and collectively as the “Deliverables,”) do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 5.3.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City’s continued use of the Deliverable(s) hereunder. 5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney’s fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City’s interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City’s assumption of payment of costs or expenses shall not eliminate Vendor’s duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR’S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 6.2. Omit 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 7.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 7.1.4. Statutory Workers’ Compensation and Employers’ Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability (Errors & Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include, but not be limited to, the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 7.2.2. The workers’ compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days’ notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days’ notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City’s Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor’s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth TX 76102 Facsimile: (817) 392-8081 Carahsoft Technology Corporation Attn: Legal Department 11493 Sunset Hills Rd., Suite 100 Reston, VA 20190 Facsimile: N/A With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section “Vendor Personnel”), requires access to the City’s computer network in order to provide the services herein, Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System (“FIRS”), Interstate Identification Index System (“III System”), National Crime Information Center (“NCIC”) or National Fingerprint File (“NFF”), or Texas Law Enforcement Telecommunications Systems (“TLETS”), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 (“CFR Part 20”), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney’s fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 27. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 28. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 29. Reporting Requirements. 29.1. For purposes of this section, the words below shall have the following meaning: 29.1.1. Child shall mean a person under the age of 18 years of age. 29.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 29.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high- speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. 29.1.4. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. 29.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 30. Survival of Provisions. The parties’ duties and obligations pursuant to sections related to Duties and Obligations, Disclosure of Conflicts and Confidential Information, Right to Audit, and Liability and Indemnification shall survive termination of this Agreement. 31. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. Exhibit B – CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ (“Questionnaire”) the person’s affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://www.ethics.state.tx.us/forms/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #4 box in all cases. CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ OFFlCE USE ONLY This questionnaire is being filed in accordancewith Chapter 176, Local Govemment Code, �,�,,, Re_e,ue� by a vendorwho has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.0�6(a). By law this questionnaire must be filedwith the records administrator of the local govemmental 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 Govemment Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Govemment Code. An offense under this section is a misdemeanor. Name of vendorwho has a business relatlonship with local governmental entity. are tmnq an upaate to a (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 orginally filed questionnaire was incomplete or inaccurate.) Name of local government offlcer about whom the Informatlon In thls sectlon Is being dlsclosed. Name of Officer This section (item 3 including subparts A, B, C, 8 D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Gwernment Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or licely to receive taxable income, other than investment income, from the vendor? � Yes � No B. Is the vendor receiving or likefy to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local gwernmental entity? � Yes � No C. Is the filer of this questionnaire employed by 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? � Yes � No D. Describe each employment or business and family relationship with the local government officer named in this section. Signature of vendor doing business with me governmental entity Date Adopted 8/7/2015 EXHIBIT C VENDOR’S QUOTE The Citibot Communication Platform provides AI-based chat solutions for residents and their governments for efficient and timely communication. Using text messaging (SMS) and web chat technology, the Citibot Communication Platform automates customer service and increases citizen engagement — building relationships of trust between Fort Worth and its residents. Citibot Communication Platform ● Interactive Text Alerts ○ Fort Worth employees can send interactive text alerts in English and Spanish based on specified categories/topics that residents opt-in to Implementation ●Phase 1 Citibot Installation: Citibot to provide and activate Citibot phone number, install Citibot products via the cloud, set up the cloud storage, and facilitate training with Fort Worth staff similar to the Fossil Creek Pilot Project ● Phase 2 Citibot Implementation: Citibot to build a customized messaging interface for Fort Worth to manage multiple projects, importing data from a spreadsheet for project milestones along with scheduled messaged to go out with each milestone -- that can be adjusted as the schedule changes. The messages can be pre-programmed so that they are sent out on the scheduled date. Reporting & Analytics ● Citibot to set up a Citibot Analytic Dashboard for Fort Worth to use as a real-time decision-making tool. Data metrics that can be tracked are sign ups, outbound communications, timing of communications, etc. ● The data is stored in a secured cloud storage system indefinitely or as per state Freedom of Information Act Requirements mandate. ●Client to receive monthly reports via email from Citibot staff. Fort Worth, TX January 14, 2022 Marketing Services ● Citibot to support local marketing efforts to generate awareness about the SMS numbers for each construction project, which can include using QR codes for quick data entry to input mobile phone numbers into the Citibot database for that particular DPW Construction Project. Other Ongoing Services ● Includes post-installation maintenance, hosting, support, integration management and software as a service (SaaS) management Pricing Per Project Cost Phase 1: Implementation Fees $1,195.65 Monthly Subscription - SMS Alerts Fort Worth per project (6 months duration) $271.74 Phase 1: Per Project Cost $2,826.09 Phase 2: SMS Dashboard to manage multiple SMS numbers for multiple projects through the one interface = $173.91/hr x 175 Hrs $30,434.78 Implementation Fee After SMS Dashboard is built to manage multiple SMS Numbers $815.22 Monthly Subscription - SMS Alerts Fort Worth per project (6 months duration) $271.74 Phase 2 Per Project Cost $2,445.65 Estimated Project Quantity = 88 $215,217.20 Total Cost $248,477.54 CHAT and SMS ALERT SOLUTIONS FOR MODERN GOVERNMENT AND CONNECTED COMMUNITIES 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 1/7 OVERVIEW Carahso Technology Corp. is the trusted Government IT solutions provider, combining technological expertise with a thorough understanding of the government procurement process to help federal, state and local government agencies select and implement the best solution at the best possible value. As a top-ranked GSA Schedule Contract holder, Carahso is the largest government partner and serves as the master government aggregator for many of its best-of-breed vendors. The company's dedicated Solutions Divisions support proactive sales, marketing and delivery of Symantec, Storage Solutions, VMware, Adobe, F5, Open Source, HR, HP So ware, Intelligence, and SAP. PRODUCTS/SERVICES O erings: 3CLogic 4iQ A Cloud Guru Abbyy eShare Exabeam Exiger Experian PatientPoint Network Solutions PaymentWorks PermitRocket So ware LLC Persado CARAHSOFT http://www.carahso .com (http://www.carahso .com) (/) EXHIBIT D COOPERATIVE AGENCY CONTRACT 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 2/7 Accela Consulting, Inc. Accela, Inc. AchieveIt Online, LLC Adaptus, LLC ADF Solutions Adobe Advanced Systems Concepts, Inc Advologix AeroCloud Systems Airslate Akamai Alteryx, Inc. ALTR Solutions Inc AmbiFi Inc Anchore Application Perfection Ltd Arbola, Inc. Archive360 archTIS Arctic Wolf Arista ArmorText Arria NLG (USA) Inc ASR Analytics Asset Management International, LLC AssetOptics Assima Attestiv Attivo Networks, Inc. Authentic8 Automated Insights AutoRABIT AvePoint Public Sector, Inc. Ball Aerospace Bastille Bayshore Networks Beezy Bentley Systems BetterGIS (aka UVARA) BetterUp BeyondTrust Corporation BigID F5 Networks, Inc. Ferretly Fidelis Security FireEye Flashpoint Flexera So ware Flosum FogHorn Systems ForceBrain.com, Inc. FormAssembly Formstack Fornetix Fortinet F-Secure Garnet River, LLC General Networks Corporation Genesys Gigamon Gimmal GoApron, Inc. Golden Golden Recursion Goldfinger Holdings GoodMaps, Inc. Google GovFlex Granicus GreenAppy, LLC Gridless Power Corporation H2O.ai Heimdall Data Hootsuite Media Inc. iBoss Icaros Icertis Identity Automation Image Access Corporation Improbable.io Infinera America Inc. Infoblox Informatica, Inc. INKY PlatCore Plauti B.V. Procore Technologies Inc. Proofpoint, Inc. prooV Inc. ProSymmetry Proven Optics LLC Puppet Inc. Qualtrics Questica R4 Radiant Logic, Inc. Rapid7 RealNetworks, Inc. Red Hat RedMane Technology REI Systems Remediant Rhondos Riverbed Technology RSA Rubrik SafeBreach SafeGuard Cyber sailpoint Salesforce.com SAP SchoolBanks, Inc S-Docs Secureworks, Inc. Sentinel One SEP Technology Consulting Sequoia Holdings, Inc. Sertifi ServiceNow Sherpa Government Solutions, LLC SimpliGov LLC Sitetracker Skedulo Skuid, Inc. Skybox Security SkyX Systems Corp. (/) 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 3/7 Blackberry Blackthorn.io, Inc. BMC So ware Boomi Bravium Consulting Inc. Bright Pattern, Inc. Broadcom, Inc. C2 Labs Inc. Callinize, INc. dba Tenfold Carahso Cardinality AI CareAR Casebook PBC Cellebrite CelWell Services Centrify Chainalysis Chooch Intelligence Technologies, Inc. Cicer One CISCO Citibot CityBase Clariti Cloud, Inc. Class Technologies, Inc Clear Skye ClearCube Cloud SynApps Inc. CloudCover cloudPWR CloudSaver Collibra Inc CompassCom ComplianceQuest Inc Copado CoreView USA Cvent Inc. CyanGate Cyber-Ark CyberReef Cycognito Cylance DarkOwl, LLC Insystech Inc Intact Partners Inc Intellective 1 ITS Delivers ixlayer JACS Solutions John Snow Labs Kapalya Inc. Keeper Security, Inc. Keralia Keyavi Data Corp Kinetica DB Inc. Kion Kyriba LaunchPad Leaptree Limited Learn to Win LeGuard, Inc. LEIDIT LLC LinkedIn LinkedIn Corporation LiveAction Locality Media, Inc. MapBox Markforged MarkLogic Material Security McAfee Measure UAS, Inc. MediVista Media d.b.a. Everwell Millsapps, Ballinger & Associates (MBA Outcome) MobiChord MobileMind Technologies Modzy Mossé Security MuleSo mxHero NetFoundry Netography Netskope Neustar, Inc. New Relic, Inc. Slack Technologies SND So ware Inc. Snowflake Computing SolarWinds Sonim Spectralogic Sphere Technology Solutions Spire Global, Inc. splashtop Splunk Sprinklr Stave SteriLumen Swi ly, Inc. Symmetry Systems Tableau So ware Talend Inc. Talkdesk taulman3D Tecnics Consulting Inc. TeleMessage Tenable Public Sector, LLC Thales TCT ThreatLocker, Inc. TimeTrade Traction on Demand TransUnion Trimble Tufin TVU Networks Twilio TyGR LLC UC Innovation, Inc Udacity, Inc. UiPath, Inc. UXstorm Valimail Vehicle Tracking Solutions Velary VERITAS Verkada Village Chief Pty Ltd (/) 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 4/7 Datadog DatAnchor Decipher Technology Studios Decision Lens, Inc. Deep Instinct Dell Denodo Technologies DigitalBlue So ware Discover Technologies LLC DocuSign Drawloop Druva Dun & Bradstreet, Inc. eCivis, Inc ElectrifAi EMC e-PlanSo Equifax NNT Northwoods Consulting Partners, Inc. Nutanix Nuvolo Technologies Odaseva Okta, Inc. OmniSci OnSolve OpenCounter, Inc. Optezo, Inc. OSIso , LLC. Otava Outreach Solutions as a Service LLC OutSystems OwnBackup PagerDuty, Inc. Palo Alto Networks Passage Technology LLC Virsec Virtana Vision-e VividCharts VMware WalkMe Wasabi Technologies, Inc. WellHive Holdings, LLC Wire Swiss GmbH Workfront, Inc. Workiva Xovis USA Inc. Yansa Labs Yext, Inc. ZeroFox Zoom Zscaler, Inc. CONTRACT INFO Awarded Vendor: Carahso Contract Awarded: So ware Products and Ser vices Contract Number: 01-86 Lead Agency: Region 14 ESC Contract Term: 4 year term, December 3, 2018 to November 30, 2022 *Option to renew for one (1) additional one (1) year periods. (/) 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 5/7 DUE DILIGENCE Request for Proposal: RFP for So ware Products and Services (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Due%20Diligence/So ware Products and Services/RFP%20- %20So ware Products and Services.pdf ) Awarded Vendor Response: Carahso 's Response to RFP (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Due%20Diligence/So ware Products and Services/Carahso /Carahso %20Response.pdf ) Evaluation: Bid Tab & Request for RFP List (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Due%20Diligence/So ware Products and Services/So ware Products and Services%20Evaluation.pdf ) Award Letter: Region 14 Award Letter (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Due%20Diligence/So ware Products and Services/Carahso /Carahso %20Award%20Letter.pdf ) Renewal Letter: 4th Year Renewal Letter (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Due%20Diligence/So ware Products and Services/Carahso /Carahso %204th%20Year%20Renewal%20Letter.pdf ) Advertisements: USA Today Ad 1 (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/USA%20Today%20Ad/USAToday100918.pdf )USA Today Ad 2 (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/USA%20Today%20Ad/USAToday101618.pdf )NCPA Website Ad (https://ncpastorage.blob.core.windows.net/ncpafiles/NCPA%20Files/docs/Website%20Ad/NCPA%20Website%20Advertisement%2022.pdf ) (/) carahsoft CARAHSOFT’S RESPONSE TO THE Region 14 Education Service Center REQUEST FOR PROPOSAL Software Products and Services SOLICITATION NO. 28-18 Tuesday, November 13, 2018 CARAHSOFT TECHNOLOGY CORP. 1860 MICHAEL FARADAY DRIVE, SUITE 100 RESTON, VA 20190 888.66.CARAH | WWW.CARAHSOFT.COM 1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM November 13, 2018 Region 14 ESC 1850 Highway 351 Abilene, Texas 79601 Re: Carahsoft’s Response to the Region 14 ESC’s Request for Proposal for Software Products and Services, Solicitation # 28-18 Dear Region 14 ESC and NCPA Team, Carahsoft Technology Corp. appreciates the opportunity to respond to the Region 14 ESC’s Request for Proposals for Software Products and Services. Carahsoft is proposing a number of our software products and services solution providers which fully meets the Region 14 ESC’s requirements. Our team has fully considered the Region 14 ESC’s requirements outlined in the Request for Proposals, and has carefully put together a solution that will best meet your needs. Carahsoft is submitting as a current Region 14 ESC and NCPA contract holder and reseller for a number of its software products and services solution providers. Carahsoft has sold multiple different software and hardware solutions to varying agencies through its current NCPA contract. Please feel free to contact me directly at 703.581.6727/Delaney.Jones@carahsoft.com or Robert Moore at 703.871.8504/Robert.Moore@carahsoft.com with any questions or communications that will assist Region 14 in the evaluation of our response. This proposal is valid for 120 days from the date of submission. Thank you for your time and consideration. Sincerely, Delaney Jones Contract Specialist SOLICITATION # 28-18 i TABLE OF CONTENTS Executive Summary .............................................................................................................. 1 Solution Overview ..................................................................................................................................... 1 Prime Contractor: Carahsoft Technology Corp. ........................................................................................ 1 Tab 1 – Signature Form ........................................................................................................ 2 Tab 2 – NCPA Administration Agreement .......................................................................... 4 Tab 3 – Vendor Questionnaire ............................................................................................. 8 Tab 4 – Vendor Profile ........................................................................................................ 12 Tab 5 – Products and Services Scope .............................................................................. 18 Tab 6 – References ............................................................................................................. 19 Tab 7 – Pricing .................................................................................................................... 22 Tab 8 – Value Added Products and Services ................................................................... 23 Required Documents .......................................................................................................... 24 Clean Air and Water Act / Debarment Notice .......................................................................................... 24 Contractors Requirements ...................................................................................................................... 26 Antitrust Certification Statements ............................................................................................................ 28 FEMA Standard Terms and Conditions Addendum for Contracts and Grants ........................................ 30 Required Clauses for Federal Assistance by FTA ................................................................................... 32 State Notice Addendum .......................................................................................................................... 37 In Summary ......................................................................................................................... 39 SOLICITATION # 28-18 1 EXECUTIVE SUMMARY Solution Overview Carahsoft Technology Corporation understands that Region 14 ESC is seeking Software Products and Services. As the Prime Contractor, Carahsoft has assembled a team for the initiative that includes our various software and solution providers as the best solution to meet Region 14 ESC’s requirements. Prime Contractor: Carahsoft Technology Corp. Carahsoft Technology Corp. is an IT solutions provider delivering best-of-breed hardware, software, and support solutions to federal, state and local government agencies since 2004. Carahsoft has built a reputation as a customer-centric real-time organization with unparalleled experience and depth in government sales, marketing, and contract program management. This experience has enabled Carahsoft to achieve the top spot in leading public sector software license resellers. VENDOR RELATIONSHIPS – Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity, and a focus on strategic vendor relationships. PROVEN EXECUTION – Carahsoft has leveraged its vast contracting experience and extended it to quoting and order management. Carahsoft seamlessly generates quotes within 30 minutes or less and processed over 85,000 orders in 2017 that were each completed the same day received. CONTRACT VEHICLES – Over the past 14 years Carahsoft has acquired and maintained a wide variety of purchasing contract vehicles for agencies at the state, local, and federal levels. Associated with all contracts are dedicated and experienced contract management resources. A list of available contracts can be found at www.carahsoft.com/contracts/index.php. GROWTH & STABILITY – Carahsoft has continued to show impressive growth year after year, with annual revenue of $3.4 million in our first year in 2004 to $4.4 billion in 2017. In September of 2017, 10,705 orders were processed worth over $1 billion. We are a stable, conservative, and profitable company and have received numerous accolades, as detailed on our awards page: http://www.carahsoft.com/awards. SOLICITATION # 28-18 2 TAB 1 – SIGNATURE FORM Please find Carahsoft’s completed Signature Form beginning on the following page. carahsoft Tab 1 – Master Agreement General Terms and Conditions ♦ Customer Support Ø The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. ♦ Disclosures Ø Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. Ø The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. ♦ Renewal of Contract Ø Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ♦ Funding Out Clause Ø Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: Ø Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ♦ Shipments (if applicable) Ø The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ♦ Tax Exempt Status Ø Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. ♦ Payments Ø The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. ♦ Adding authorized distributors/dealers Ø Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Ø Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. Ø Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. Ø All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. ♦ Pricing Ø All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA. Ø All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing ♦ Warranty Ø Proposals should address each of the following: § Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. § Availability of replacement parts § Life expectancy of equipment under normal use § Detailed information as to proposed return policy on all equipment ♦ Indemnity Ø The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. ♦ Franchise Tax Ø The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. ♦ Supplemental Agreements Ø The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ♦ Certificates of Insurance Ø Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ♦ Legal Obligations Ø It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ♦ Protest Ø A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: § Name, address and telephone number of protester § Original signature of protester or its representative § Identification of the solicitation by RFP number § Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested Ø Any protest review and action shall be considered final with no further formalities being considered. ♦ Force Majeure Ø If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Ø The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty ♦ Prevailing Wage Ø It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. ♦ Miscellaneous Ø Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. ♦ Open Records Policy Ø Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by- page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). Ø The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. ♦ Contract Administration Ø The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. ♦ Contract Term Ø The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. Ø It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ♦ Contract Waiver Ø Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ♦ Products and Services additions Ø Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP. ♦ Competitive Range Ø It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ♦ Deviations and Exceptions Ø Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible. ♦ Estimated Quantities Ø The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $10 - $20 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation ♦ Evaluation Ø Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. ♦ Formation of Contract Ø A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. ♦ NCPA Administrative Agreement Ø The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. ♦ Clarifications / Discussions Ø Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices. ♦ Multiple Awards Ø Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. ♦ Past Performance Ø Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer. Evaluation Criteria ♦ Pricing (40 points) Ø Electronic Price Lists § Products, Services, Warranties, etc. price list § Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ♦ Ability to Provide and Perform the Required Services for the Contract (25 points) Ø Product Delivery within participating entities specified parameters Ø Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. Ø Vendor’s ability to perform towards above requirements and desired specifications. Ø Past Cooperative Program Performance Ø Quantity of line items available that are commonly purchased by the entity. Ø Quality of line items available compared to normal participating entity standards. ♦ References (15 points) Ø A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years ♦ Technology for Supporting the Program (10 points) Ø Electronic on-line catalog, order entry use by and suitability for the entity’s needs Ø Quality of vendor’s on-line resources for NCPA members. Ø Specifications and features offered by respondent’s products and/or services ♦ Value Added Services Description, Products and/or Services (10 points) Ø Marketing and Training Ø Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø Customer Service Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Address City/State/Zip Telephone No. Fax No. Email address Printed name Position with company Authorized signature Carahsoft Technology Corporation1860 Michael Faraday Drive, Suite 100Reston, VA 20190703.871.8500703.871.8505Kristina.Smith@Carahsoft.comKristina SmithDirector of Contracts SOLICITATION # 28-18 4 TAB 2 – NCPA ADMINISTRATION AGREEMENT Please find Carahsoft’s completed NCPA Administration Agreement beginning on the following page. carahsoft Tab 2 – NCPA Administration Agreement This Administration Agreement is made as of __________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and ____________________________________ (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Software Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: ♦ General Terms and Conditions Ø The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. Ø NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. Ø Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. Ø NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. Ø With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region December 3, 2018 December 3, 2018 Carahsoft Technology Corp 01-86 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. Ø The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ♦Term of Agreement Ø This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. ♦Fees and Reporting Ø The awarded vendor shall electronically provide NCPA with a detailed monthly or quarterly report showing the dollar volume of all sales under the contract for the previous month or quarter. Reports shall be sent via e-mail to NCPA offices at reporting@ncpa.us. Reports are due on the fifteenth (15th) day after the close of the previous month or quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ________________ Ø Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% Ø Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit. ♦General Provisions Ø This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. Ø Awarded vendor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor must have prior approval from NCPA. Ø If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. Ø Neither this Agreement nor any rights or obligations hereunder shall be assignable by Vendor without prior written consent of NCPA, provided, however, that the Vendor may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Ø This Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder Ø All written communications given hereunder shall be delivered to the addresses as set forth below. National Cooperative Purchasing Alliance: Name: ________________________________________ Title: ________________________________________ Address: ________________________________________ ________________________________________ Signature: ________________________________________ Date: ________________________________________ Vendor: ________________________________________ Name: ________________________________________ Title: ________________________________________ Address: ________________________________________ ________________________________________ Signature: ________________________________________ Date: ________________________________________ Carahsoft Technology CorporationKristina SmithDirector of Contracts1860 Michael Faraday Drive, Suite 100Reston, VA 20190 11/09/18 Matthew Mackel Director, Business Development PO Box 701273 Houston, TX 77270 December 3, 2018 SOLICITATION # 28-18 8 TAB 3 – VENDOR QUESTIONNAIRE Please find Carahsoft’s completed Vendor Questionnaire beginning on the following page. carahsoft Tab 3 – Vendor Questionnaire Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. ♦States Covered Ø Bidder must indicate any and all states where products and services can be offered. Ø Please indicate the price co-efficient for each state if it varies. 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Maryland South Carolina Alaska Massachusetts South Dakota Arizona Michigan Tennessee Arkansas Minnesota Texas California Mississippi Utah Colorado Missouri Vermont Connecticut Montana Virginia Delaware District of Columbia Nebraska Nevada Washington West Virginia Florida New Hampshire Wisconsin Georgia New Jersey Wyoming Hawaii New Mexico Idaho New York Illinois North Carolina Indiana North Dakota Iowa Ohio Kansas Oklahoma Kentucky Oregon Louisiana Pennsylvania Maine Rhode Island x All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ♦Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. §Minority / Women Business Enterprise •Respondent Certifies that this firm is a M/WBE §Historically Underutilized Business •Respondent Certifies that this firm is a HUB ♦Residency Ø Responding Company’s principal place of business is in the city of _______________________, State of __________ ♦Felony Conviction Notice Ø Please Check Applicable Box; A publically held corporation; therefore, this reporting requirement is not applicable. Is not owned or operated by anyone who has been convicted of a felony. Is owned or operated by the following individual(s) who has/have been convicted of a felony Ø If the 3rd box is checked, a detailed explanation of the names and convictions must be attached. ♦Distribution Channel Ø Which best describes your company’s position in the distribution channel: Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________ ♦Processing Information Ø Provide company contact information for the following: §Sales Reports / Accounts Payable Contact Person: _____________________________________________________________________ Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ Phone: _________________________________ Email: ____________________________________ American Somoa Northern Marina Islands Federated States of Micronesia Puerto Rico Guam U.S. Virgin Islands Midway Islands x RestonVA x x James RomanContract SpecialistCarahsoft Technology Corporation1860 Michael Faraday Drive, Suite 100RestonVirginia 20190703.581.6731 James.Roman@Carahsoft.com §Purchase Orders Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ §Sales and Marketing Contact Person: _____________________________________________________________________ Title: _________________________________________________________________________________ Company: ____________________________________________________________________________ Address: _____________________________________________________________________________ City: ____________________________ State: ________________________ Zip: ______________ Phone: _________________________________ Email: ____________________________________ ♦Pricing Information Ø In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. §If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. Yes No Ø Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. Yes No Ø Vendor will provide additional discounts for purchase of a guaranteed quantity. Yes No x xx Contact Person: _____________________________________________________________________Customer OperationsCarahsoft Technology Corporation1860 Michael Faraday Drive, Suite 100RestonVirginia 20190Phone: __________________________ Email: ____________________________________________703.871.8516 Karina.Woods@Carahsoft.comKatharine AwadMarketing CoordinatorCarahsoft Technology Corporation1860 Michael Faraday Drive, Suite 100RestonVirginia 20190703.230.7599 Katharine.Awad@Carahsoft.com Karina Woods SOLICITATION # 28-18 12 TAB 4 – VENDOR PROFILE Company’s official registered name. Carahsoft Technology Corporation. Brief history of your company, including the year it was established. Incorporated in 1999, Carahsoft Technology Corp. is an IT solutions provider delivering best-of-breed hardware, software, and support solutions to federal, state and local government agencies since 2004. Carahsoft has built a reputation as a customer-centric real-time organization with unparalleled experience and depth in government sales, marketing, and contract program management. This experience has enabled Carahsoft to achieve the top spot in leading software license GSA resellers. Company’s Dun & Bradstreet (D&B) number. 088365767 Company’s organizational chart of those individuals that would be involved in the contract. Corporate office location. 1860 Michael Faraday Drive, Suite 100 Reston, VA 20190 List the number of sales and services offices for states being bid in solicitation. Carahsoft currently operates out of its corporate headquarters located in Reston, VA. As a nationally active IT reseller, Carahsoft has multiple employees that work remotely and focus their attention on states outside of Virginia. These states include, but are not limited to, Texas, Washington, North Carolina, and Louisiana. SOLICITATION # 28-18 13 List the names of key contacts at each with title, address, phone and e-mail address. James Roman – Contract Specialist 1860 Michael Faraday Drive, Suite 100 Reston, VA 20190 703.581.6731 James.Roman@Carahsoft.com Robert R. Moore Home Office 703.871.8504 Robert.Moore@Carahsoft.com Define your standard terms of payment. Carahsoft utilizes Net 30 payment terms. Who is your competition in the marketplace? As an IT reseller and distributor, Carahsoft works together with a number of other companies and strives to maintain positive relationships in the IT industry. There are few companies that Carahsoft would label as a direct competitor because the IT business requires cooperation on all levels. Value Added Resellers distributing to State, Local and Federal agencies such as Immix would be considered Carahsoft’s competitors. What differentiates your company from competitors? Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity, and a focus on strategic vendor relationships. Carahsoft offers a vast portfolio and provides many value adds that other large reseller companies cannot attain. SOLICITATION # 28-18 14 Describe how your company will market this contract if awarded. Carahsoft offers deep experience in public sector marketing. Our dedicated team plans, promotes and executes more than 2,000 public-sector marketing campaigns and events each year, including contract- specific promotional activities. These include but are not limited to: News announcements Social media promotion (Twitter, Linked In, Facebook, Carahsoft Community) Website content/reciprocal links (Carahsoft website page; content for contract sponsor page) Marketing materials (FAQs, contract overviews, solution spec sheets, powerpoint slides) Training documents Co-branded tradeshow graphics, giveaways, display materials Tradeshow participation (national, state and local government and education shows) Digital and print ads Webinars Email campaigns Proactive marketing opportunity tar available through: • National Coalition for Public Procurement (NCPP) – publicprocurementcoalition.org • Institute for Public Procurement (NIGP) – nigp.org • National Association of Counties (NACo) – naco.org • The United States Conference of Mayors – usmayors.org • National League of Cities – nlc.org • National Governors Association – nga.org • Relevant State Associations Describe how you intend to introduce NCPA to your company. As a current contract holder our salesforce is already accustomed to promoting and utilizing NCPA contracts. Describe your firm’s capabilities and functionality of your on-line catalog / ordering website. Carahsoft will publish the Region 14 ESC & NCPA catalog online upon contract award. Carahsoft is committed to electronic order processing. In fact, one of the ways Carahsoft exchanges information is through the use of the Electronic Data Interchange (EDI) standard. EDI is a document standard which acts as common interface between two or more computer applications. Carahsoft has been using EDI for more than five years and has it running with any of our vendors that have requested it. It takes approximately two to eight weeks to set up a new EDI interface so that Carahsoft can perform strict quality testing to ensure accuracy. The large vendors that we exchange orders with using EDI include VMware, Red Hat, Adobe, and Symantec. Currently 70 - 90% of all Carahsoft orders are processed using EDI. Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) Carahsoft’s standard business hours are 8:30 am – 5:30 pm EST Monday-Friday, with representatives working outside of these hours to help cover different time zones. Carahsoft strives to have representatives available for all customers during all business hours. If a customer contacts Carahsoft outside of these hours, Carahsoft will respond to any missed calls, voicemails, or E-mails at the earliest appropriate time. Green Initiatives As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing, and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. SOLICITATION # 28-18 15 Environmental Strategy: Carahsoft measures the success of our recycle programs by tracking the amount of recycle material that leaves the building. This amount should never go down, but only up. We also carefully monitor our electricity bills to ensure there are no spikes in usage. Initiatives: 1. Carahsoft has implemented VMware internally which moves our servers to a virtualized cloud environment thus eliminated the need for physically servers as we’ve grown in size. This has drastically reduced our server footprint allowing us to save thousands of dollars annually on heating and cooling of our data center. If we do not use VMware, we would have over 20 servers instead of the two that we actually have. This also allows us to reduce our energy consumption, minimize the amount of greenhouse gas omitted into the atmosphere. 2. Carahsoft also uses only Energy Star compliant hardware which substantially uses less electricity when items are not in use and protecting the climate. As shown in the EPA chart below, Energy Star compliance has brought significant energy savings and emissions savings to businesses that use compliant products. 3. Carahsoft hosts hundreds of virtual events including webinars each year. By hosting so many virtual events, Carahsoft is able to reduce the amount of in-person events and avoid their carbon impact. Additionally, Carahsoft archives these events for viewing in the future as shown below: SOLICITATION # 28-18 16 4. Carahsoft utilizes email blasts instead of sending marketing material to cut down on the amount of paper products and shipping that mailing would entail. For example, in January 2015, Carahsoft sent out 105 email blasts. 5. Carahsoft’s Proposal Department promotes the recycling of paper, bottles and aluminum cans by providing blue recycle bins in all common areas for each type of recycling material. 6. Carahsoft uses lights in the office on a timer to ensure that all lights are off in the building when employees are not working. Additionally, the bathroom lights are motion detected so the lights are not on when no one is using it, which reduces the use of electricity. On the newer side of the building, we utilize paperless hand dryers to cut down on our use of paper products. 7. Carahsoft has created a Carpool Incentive program to encourage employees to carpool to cut down on fuel consumption and emissions. Employees who carpool with at least two other Carahsoft employees are issued carpool parking permits and may park in reserved preferential parking. Currently, a quarter of Carahsoft’s staff carpools each day into the office. 8. Carahsoft enforces a non-smoking initiative both within our office and in the surrounding environment. Carahsoft also encourages employees to engage in a smoke-free, healthy lifestyle. Vendor Certifications (if applicable) Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service. Carahsoft is licensed to do business in all 50 states, as demonstrated in our performance on the current Region 14 ESC & NCPA contract Carahsoft runs. Specific licenses for states can be provided upon request. In addition to Carahsoft’s extensive initial and ongoing training regimen, every Sales Person at Carahsoft must complete their manufacture’s specialty program. Each manufacturer’s curriculum focuses primarily on the technical and support issues around their particular technology. Like all of Carahsoft’s software sales and customer service representatives, they are also required to achieve and maintain the latest sales certifications within areas such as: 1. Virtualization (server/desktop/storage) 2. Desktop Publishing 3. Online/Web Collaboration 4. IT and Cyber Security 5. Information Resource Planning 6. IT Infrastructure and Support 7. Other areas of specialty Please find below a chart indicating all the Carahsoft team members who have undergone specialized training in addition to the items described above. This list is constantly being updated as more team members complete additional training and receive certifications. SOLICITATION # 28-18 17 Vendor Team Certified Professionals Adobe 50 Akamai 8 Atlassian 7 AWS 7 Data Domain 13 Dell-EMC 13 DocuSign 4 F5 19 FireEye 10 Gigamon 6 Google 22 IBM 5 Imperva 3 Infoblox 3 MicroFocus 11 Nimble 12 Okta 3 OSIsoft 3 Palo Alto 21 Red Hat 59 SAP 3 ServiceNow 15 Splunk 47 Symantec 25 Tableau 42 Trend Micro 2 Veritas Technologies 22 VMware Inc 94 zScaler 1 SOLICITATION # 28-18 18 TAB 5 – PRODUCTS AND SERVICES SCOPE Animation and Modeling Digital Publishing Security Adobe Adobe Adobe Feature Labs Inc. Akamai FM Systems Health and Sciences Blackberry Map Anything Accela Center for Internet Security ThreatConnect Inc Alfresco CyberArk BlueData Cylance K12 CA Technologies Denodo Technologies Salesforce FeatureLabs, Inc Exabeam SAP Redhat F5 Networks Sailpoint Technologies FeatureLabs Operating Systems and Utilities Salesforce FireEye Accela TIBCO Forum Systems Apstra Gigamon Arbola Portfolio Management Google Autodesk CA Technologies Imperva InQuisient Lookout Compliance Micro Focus Okta, Inc Adobe ServiceNow OPSWAT, Inc Forum Systems Qualys OPSWAT, Inc Publishing RSA Qualys Adobe Safebreach RSA Hootsuite Sailpoint Technologies Safebreach Secureworks Sailpoint Technologies Training Securonix Splunk Adobe ServiceNow Symantec F5 Networks Skybox Security Tripwire Hootsuite Sonatype Virtustream LinkedIn Splunk Nvidia Symantec Software Asset Management SAP Thales e-Security Inc ServiceNow TIBCO Symantec Engineering and CAD Trend Micro Autodesk Trustwave Programming F5 Networks, Inc Valimail Redhat Feature Labs, Inc VMware OPSWAT, Inc Water Security Tempered Networks Zscaler Trimble Tripwire Waterfall Security SOLICITATION # 28-18 22 TAB 7 – PRICING Carahsoft’s price lists have been included electronically as requested. The files containing the price lists have been included with the electronic versions of Carahsoft’s proposal, as well as separately on USB’s labelled “Carahsoft’s Price Lists.” SOLICITATION # 28-18 23 TAB 8 – VALUE ADDED PRODUCTS AND SERVICES All of the products and services being provided as part of this response fit within the scope of the RFP. SOLICITATION # 28-18 24 REQUIRED DOCUMENTS Clean Air and Water Act / Debarment Notice Please find the completed Clean Air and Water Act / Debarment Notice beginning on the following page. Clean Air and Water Act & Debarment Notice I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations Potential Vendor Print Name Address City, Sate, Zip Authorized signature Date Carahsoft Technology CorporationKristina Smith1860 Michael Faraday Drive, Suite 100Reston, VA 20190 11/10/18 SOLICITATION # 28-18 26 Contractors Requirements Please find the signed Contractors Requirements beginning on the following page. carahsoft Contractor Requirements Contractor Certification Contractor’s Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed Fingerprint & Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Authorized signature Date 11/10/18 SOLICITATION # 28-18 28 Antitrust Certification Statements Please find the completed Antitrust Certification Statements beginning on the following page. carahsoft Antitrust Certification Statements (Tex. Government Code § 2155.005) I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company name Address City/State/Zip Telephone No. Fax No. Email address Printed name Position with company Authorized signature Carahsoft Technology Corporation1860 Michael Faraday Drive, Suite 100Reston, VA 20190703.871.8500703.871.8505Kristina.Smith@Carahsoft.comKristina SmithDirector of Contracts SOLICITATION # 28-18 30 FEMA Standard Terms and Conditions Addendum for Contracts and Grants We have included the FEMA Standard Terms and Conditions Addendum for Contracts and Grants beginning on the following page. FEMA Standard Terms and Conditions Addendum for Contracts and Grants If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”). In addition, Contractor agrees to the following specific provisions: 1) Pursuant to 44 CFR 13.36(i)(1), University is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43. 2) Pursuant to 44 CFR 13.36(i)(2), University may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44. 3) Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws: a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60); b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-30) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation play issued in compliance with the Energy Policy and Conservation Act (Pub. L.94-163, 89 Stat. 871). 4) Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41. 5) Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions 72 regarding patents: a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the participating agency and be disposed of in accordance with the participating agencies policy. The participating agency, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries. 6) Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights: a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes: 1) The copyright in any work developed under a grant or contract; and 2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support. 7) Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as the participating agency deems necessary, Contractor shall permit participating agency, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions. 8) Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or participating agency makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. SOLICITATION # 28-18 32 Required Clauses for Federal Assistance by FTA Please find the Required Clauses for Federal Assistance by FTA beginning on the following page. carahsoft Required Clauses for Federal Assistance provided by FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11). CIVIL RIGHTS / TITLE VI REQUIREMENTS 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. SOLICITATION # 28-18 37 State Notice Addendum We have included the State Notice Addendum beginning on the following page. carahsoft State Notice Addendum The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/Local_Government/Cities.shtml http://nces.ed.gov/globallocator/ https://harvester.census.gov/imls/search/index.asp http://nccsweb.urban.org/PubApps/search.php http://www.usa.gov/Government/Tribal-Sites/index.shtml http://www.usa.gov/Agencies/State-and-Territories.shtml http://www.nreca.coop/about-electric-cooperatives/member-directory/ https://sos.oregon.gov/blue-book/Pages/state.aspx https://portal.ehawaii.gov/government/ https://access.wa.gov/governmentagencies.html SOLICITATION # 28-18 39 IN SUMMARY Carahsoft Technology Corporation appreciates the opportunity to offer this solution for Region 14 ESC’s initiative. The Carahsoft Team has proposed a superior and cost-effective solution that fully complies with the Region 14 ESC’s requirements set forth in Solicitation # 28-18. We understand the importance of your project goals, and we are confident you will benefit from this solution and our expertise. Carahsoft looks forward to the opportunity to speak with you regarding the details of this proposal, as well as the opportunity to work with Region 14 ESC on this project. 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 6/7 VENDOR CONTACT Alex Cord 11493 Sunset Hills Road Suite 100 Reston, VA 20190 (703) 889-9734 Alex.Cord@carahso .com (mailto:Alex.Cord@carahso .com) Is a leading national government purchasing cooperative working to reduce the cost of goods and ser vices by leveraging the purchasing power of public agencies in all 50 states. NCPA utilizes state of the art procurement resources and solutions that result in cooperative purchasing contracts that ensure all public agencies are receiving products and ser vices of the highest quality at the lowest prices. CONTACT INFORMATION NCPA P.O. Box 701273 Houston, TX 77270 (888) 543-6515 info@ncpa.us (mailto:info@ncpa.us) CONNECT WITH US (/) 3/23/22, 3:44 PM NCPA : Vendors : Carahsoft https://www.ncpa.us/Vendors/Carahsoft 7/7 (https://twitter.com/_NCPA) (https://www.facebook.com/NCPA-National-Cooperative-Purchasing- Alliance-283585238336420/) (https://www.linkedin.com/company/ncpa---national-cooperative- purchasing-alliance/) Submit SEND EMAIL Name Email Message WHAT IS NCPA? (/about) | REGISTER (/register) | FIND A VENDOR (/vendors) | CURRENT SOLICITATIONS (/solicitations) | FAQ (/faq) | RQN (/Facilities/Register) ALL RIGHTS RESERVED ©2022 NCPA (/) Manufacturer Vendor Part No Description Contract Price List Price Citibot Citibot-TC-City25K-Mthly Text Chat for City: <25K 9074.4000 9120.0000 Citibot Citibot-TC-City75K-Mthly Text Chat for City: 25K-75K 14184.7200 14256.0000 Citibot Citibot-TC-City150K-Mthly Text Chat for City: 75K-150K 19342.8000 19440.0000 Citibot Citibot-TC-City400K-Mthly Text Chat for City: 150K-400K 32238.0000 32400.0000 Citibot Citibot-TC-City600K-Mthly Text Chat for City: 400K-600K 58028.4000 58320.0000 Citibot Citibot-TC-City1M-Mthly Text Chat for City: 600K-1M 83818.8000 84240.0000 Citibot Citibot-TC-City99M-Mthly Text Chat for City: 1M+122504.4000 123120.0000 Citibot Citibot-TCA-City25K-Mthly Text Chat+ Alerts for City: <25K 12895.2000 12960.0000 Citibot Citibot-TCA-City75K-Mthly Text Chat+ Alerts for City: 25K-75K 19342.8000 19440.0000 Citibot Citibot-TCA-City150K-Mthly Text Chat+ Alerts for City: 75K-150K 25790.4000 25920.0000 Citibot Citibot-TCA-City400K-Mthly Text Chat+ Alerts for City: 150K-400K 45133.2000 45360.0000 Citibot Citibot-TCA-City600K-Mthly Text Chat+ Alerts for City: 400K-600K 77371.1999 77760.0000 Citibot Citibot-TCA-City1M-Mthly Text Chat+ Alerts for City: 600K-1M 109609.2000 110160.0000 Citibot Citibot-TCA-City99M-Mthly Text Chat+ Alerts for City: 1M+193428.0000 194400.0000 Citibot Citibot-WC-City25K-Mthly Web Chat for City: <25K 5134.2000 5160.0000 Citibot Citibot-WC-City75K-Mthly Web Chat for City: 25K-75K 6447.6000 6480.0000 Citibot Citibot-WC-City150K-Mthly Web Chat for City: 75K-150K 12895.2000 12960.0000 Citibot Citibot-WC-City400K-Mthly Web Chat for City: 150K-400K 22566.6000 22680.0000 Citibot Citibot-WC-City600K-Mthly Web Chat for City: 400K-600K 32238.0000 32400.0000 Citibot Citibot-WC-City1M-Mthly Web Chat for City: 600K-1M 38685.5999 38880.0000 Citibot Citibot-WC-City99M-Mthly Web Chat for City: 1M+51580.8000 51840.0000 Citibot Citibot-TCWC-City25K-Mthly Text and Web Chat for City: <25K 12787.7400 12852.0000 Citibot Citibot-TCWC-City75K-Mthly Text and Web Chat for City: 25K-75K 18566.7000 18660.0000 Citibot Citibot-TCWC-City150K-Mthly Text and Web Chat for City: 75K-150K 29014.2000 29160.0000 Citibot Citibot-TCWC-City400K-Mthly Text and Web Chat for City: 150K-400K 49324.1400 49572.0000 Citibot Citibot-TCWC-City600K-Mthly Text and Web Chat for City: 400K-600K 81239.7599 81648.0000 Citibot Citibot-TCWC-City1M-Mthly Text and Web Chat for City: 600K-1M 110253.9600 110808.0000 Citibot Citibot-TCWC-City99M-Mthly Text and Web Chat for City: 1M+156676.6800 157464.0000 Citibot Citibot-TCAWC-City25K-Mthly Text Chat+ Alerts and Web Chat for City: <25K 21826.3200 21936.0000 Citibot Citibot-TCAWC-City75K-Mthly Text Chat+ Alerts and Web Chat for City: 25K-75K 32226.0600 32388.0000 Citibot Citibot-TCAWC-City150K-Mthly Text Chat+ Alerts and Web Chat for City: 75K-150K 46589.8800 46824.0000 Citibot Citibot-TCAWC-City400K-Mthly Text Chat+ Alerts and Web Chat for City: 150K-400K 80284.5600 80688.0000 Citibot Citibot-TCAWC-City600K-Mthly Text Chat+ Alerts and Web Chat for City: 400K-600K 134814.5400 135492.0000 Citibot Citibot-TCAWC-City1M-Mthly Text Chat+ Alerts and Web Chat for City: 600K-1M 186884.8800 187824.0000 Citibot Citibot-TCAWC-City99M-Mthly Text Chat+ Alerts and Web Chat for City: 1M+297592.5600 299088.0000 Citibot Citibot-TC-County25K-Mthly Text Chat for County: <25K 6352.0800 6384.0000 Citibot Citibot-TC-County75K-Mthly Text Chat for County: 25K-75K 9929.3039 9979.1999 Citibot Citibot-TC-County150K-Mthly Text Chat for County: 75K-150K 13539.9600 13608.0000 Citibot Citibot-TC-County400K-Mthly Text Chat for County: 150K-400K 22566.5999 22679.9999 Citibot Citibot-TC-County600K-Mthly Text Chat for County: 400K-600K 40619.8799 40824.0000 Citibot Citibot-TC-County1M-Mthly Text Chat for County: 600K-1M 58673.1599 58968.0000 Citibot Citibot-TC-County99M-Mthly Text Chat for County: 1M+85753.0799 86183.9999 Citibot Citibot-TCA-County25K-Mthly Text Chat+ Alerts for County: <25K 9026.6400 9072.0000 Citibot Citibot-TCA-County75K-Mthly Text Chat+ Alerts for County: 25K-75K 13539.9600 13608.0000 Citibot Citibot-TCA-County150K-Mthly Text Chat+ Alerts for County: 75K-150K 18053.2800 18144.0000 Citibot Citibot-TCA-County400K-Mthly Text Chat+ Alerts for County: 150K-400K 31593.2400 31752.0000 Citibot Citibot-TCA-County600K-Mthly Text Chat+ Alerts for County: 400K-600K 54159.8399 54432.0000 Citibot Citibot-TCA-County1M-Mthly Text Chat+ Alerts for County: 600K-1M 76726.4400 77112.0000 Citibot Citibot-TCA-County99M-Mthly Text Chat+ Alerts for County: 1M+135399.6000 136080.0000 Citibot Citibot-WC-County25K-Mthly Web Chat for County: <25K 3593.9400 3612.0000 Citibot Citibot-WC-County75K-Mthly Web Chat for County: 25K-75K 4513.3200 4536.0000 Citibot Citibot-WC-County150K-Mthly Web Chat for County: 75K-150K 9026.6400 9072.0000 Citibot Citibot-WC-County400K-Mthly Web Chat for County: 150K-400K 15796.6200 15876.0000 Citibot Citibot-WC-County600K-Mthly Web Chat for County: 400K-600K 22566.5999 22679.9999 Citibot Citibot-WC-County1M-Mthly Web Chat for County: 600K-1M 27079.9199 27216.0000 Citibot Citibot-WC-County99M-Mthly Web Chat for County: 1M+36106.5599 36288.0000 Citibot Citibot-TCWC-County25K-Mthly Text and Web Chat for County: <25K 8951.4179 8996.4000 Citibot Citibot-TCWC-County75K-Mthly Text and Web Chat for County: 25K-75K 12996.6900 13062.0000 Citibot Citibot-TCWC-County150K-Mthly Text and Web Chat for County: 75K-150K 20309.9399 20412.0000 Citibot Citibot-TCWC-County400K-Mthly Text and Web Chat for County: 150K-400K 34526.8979 34700.3999 Citibot Citibot-TCWC-County600K-Mthly Text and Web Chat for County: 400K-600K 56867.8319 57153.5999 Citibot Citibot-TCWC-County1M-Mthly Text and Web Chat for County: 600K-1M 77177.7719 77565.5999 Citibot Citibot-TCWC-County99M-Mthly Text and Web Chat for County: 1M+109673.6759 110224.7999 Citibot Citibot-TCAWC-County25K-Mthly Text Chat+ Alerts and Web Chat for County: <25K 15278.4239 15355.1999 Citibot Citibot-TCAWC-County75K-Mthly Text Chat+ Alerts and Web Chat for County: 25K-75K 22558.2419 22671.5999 Citibot Citibot-TCAWC-County150K-Mthly Text Chat+ Alerts and Web Chat for County: 75K-150K 32612.9159 32776.7999 Citibot Citibot-TCAWC-County400K-Mthly Text Chat+ Alerts and Web Chat for County: 150K-400K 56199.1919 56481.5999 Citibot Citibot-TCAWC-County600K-Mthly Text Chat+ Alerts and Web Chat for County: 400K-600K 94370.1780 94844.4000 Citibot Citibot-TCAWC-County1M-Mthly Text Chat+ Alerts and Web Chat for County: 600K-1M 130819.4159 131476.7999 Citibot Citibot-TCAWC-County99M-Mthly Text Chat+ Alerts and Web Chat for County: 1M+208314.7919 209361.5999 Citibot Citibot-ITN-Mthly One-time implementation of new or existing CRM for City or County. Priced per the hour.398.0000 400.0000 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/26/22 M&C FILE NUMBER: M&C 22-0299 LOG NAME: 13P COOP NCPA 01-86 INTERACTIVE TEXT ALERTS JC TPW SUBJECT (ALL) Authorize Agreement with Carahsoft Technology Corporation in the Amount of $248,477.54 and Authorize One Consecutive One-Year Renewal Option for the Same Annual Amount for Interactive Text Alerts for the Transportation & Public Works Department using National Cooperative Purchasing Alliance 01-86 RECOMMENDATION: It is recommended that the City Council authorize an agreement with Carahsoft Technology Corporation in the amount of $248,477.54 and authorize one consecutive one-year renewal option for the same annual amount for interactive text alerts for the Transportation & Public Works Department using National Cooperative Purchasing Alliance 01-86. DISCUSSION: In January 2022, the Transportation and Public Works Department contacted the Purchasing Division to enter into an agreement with Carahsoft Technology Corporation under National Cooperative Purchasing Alliance (NCPA) contract No. 01-86, for managing multiple projects, importing data for project milestones, and sending out scheduled messages with each milestone. NCPA Contract No. 01-86 has a term through November 30, 2022. The Request for Proposal for NCPA 01-86 was published on October 2, 2018 and responses were opened on November 13, 2018. NCPA contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. The maximum amount allowed under this agreement will be $248,477.54, however the actual amount used will be based on the need of the department and available budget. The annual department allocation for this agreement is Consultant & Other Professional Service. This agreement may be renewed for up to one additional one-year terms, in accordance with the terms of the NCPA Contract. Should NCPA elect to exercise the renewal option, the City will do the same. State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the items. NCPA contracts are competitively bid to increase and simplify the purchasing power of government entities. Funding is budgeted in the 2022 Downtown Resurfacing Yr 1 project in the General Capital Projects Fund. A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current capital budget, as previously appropriated, in the General Capital Projects Fund to support the approval of the above recommendation and award of the agreement. Prior to any expenditure being incurred, the department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Reginald Zeno 8517 Dana Burghdoff 8018 Originating Business Unit Head:Anthony Rousseau 8338 William Johnson 7801 Additional Information Contact:Cynthia Garcia 8525 Jeff Cope 8313