HomeMy WebLinkAboutContract 57916 FORT WORTH CSC No. 57916
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Identity
Automation, LP ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A—Identity Automation, LP DIR-CPO-4849 Pricing Index;
3. Exhibit B — Texas Department of Information Resources DIR-CPO-4849; and
4. Exhibit C— Conflict of Interest Questionnaire.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ending on July 15, 2023. City shall be able to renew this
agreement for four(4) one-year options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents,papers and records,
including, but not limited to, all electronic records of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
To CITY: To VENDOR:
City of Fort Worth Identity Automation, LP
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager 7102 South Sam Houston Pkwy West
200 Texas Street Suite 300
Fort Worth, TX 76102-6314 Houston, TX 77064
Facsimile: (817) 392-8654 Facsimile: N/A
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement,negotiations, or lawsuit as necessary to
protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or(b) modify the Deliverable(s)to make them/it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally
equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor,terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
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Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and to adjust its data safeguards from time to time in light of relevant circumstances
or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any
unauthorized access to any financial or personal identifiable information ("Personal Data") by
any unauthorized person or third party, or becomes aware of any other security breach relating
to Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s) of Work("Data
Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at
Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor
shall fully and immediately comply with applicable laws, and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors,employees and agents, harmless from and against any and all claims,
suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under the Agreement,as between Vendor and City,will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under the Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to
third parties other than through its underlying network provider to perform its obligations under
the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless
and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
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.
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 Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2)will not boycott energy companies during the term of this Agreement.
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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 Contractor's sig-nature provides written verification to the City that Contractor: (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.
Cooperative Purchase Page 4 of 19
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Wash ington Ju 128,2022 13:56 CDT) responsible for the monitoring and administration
Name: Valerie Washington of this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Jul 28, 2022
APPROVAL RECOMMENDED: By: Steven Vand ever(Jul 27,202210:13 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
4,ad44Un� �� /2GY
ATTEST: p�F°F �ORr 4a By:
o ° •�id Name: Taylor Paris
�v°o
°= Title: Assistant City Attorney
c
*o° a
By. JannetteS.Goodall(Ju 28,202216:04CDT) aaa °O°°°°°°° a CONTRACT AUTHORIZATION:
Name: Jannette Goodall ��nEX p5oa M&C: N/A
Title: City Secretary
VENDOR:
Identity Automation,LP
By: �i�'S�o�
Name: Chris Honeycutt
Title: CFO
Date: 7-27-22
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
Exhibit A
Identity Automation, LP DIR-XXX-4849 Pricing Index
Identity Automation, LP
DIR-CPO-4 49
APPENDIX C — PRICING INDEX
PRODUCTS
off
Identity Automation, LP - Secufty Software Suites -All 12.5%
Identity Automation, LP - Identity ana ement Service Subscri p Lions - All 12.5%
RELATED SERVICES Discount % off
Identity Automation, LP—Support 12.5.%
SERVICES Unit Of Discount % off
Measure
MFA Installation Services Each 12.5%
MFA+ Installation Services Each 12.5%
Rapididentity Rostering Setup Each 12.5%
Professional Services Hourly 12.5%
MFA Sewer Installation Each 12.5%
Migration Services Each 12.5%
Password Management Setup Each 12.5%
Retainer Services Each 12.5%
K12. Standard Configuration Each 12.5%
SSO Additional Systems Each 12.5%
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Exhibit B
Identity Automation, LP DIR-CPO-4849
htti)s:Hdir.texas.2ov/contracts/dir-ci)o-4849
Cooperative Purchase Page 7 of 19
DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND SERVICES
Identity Automation,LP
1 Introduction
1.1 Parties
This contract for Cybersecurity Products and Services(this"Contract")is entered into between
the State of Texas,acting by and through the Department of Information Resources(hereinafter
"DIR')with its principal place of business at 300 West 15s`Street,Suite 1300,Austin,Texas
78701,and Identity Automation,LP,a Texas Limited Partnership(hereinafter"Successful
Respondent"),with its principal place of business at 7102 South Sam Houston Parkway West,
Suite 300 Houston,TX 77064.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts'Electronic State Business
Daily,Request for Offer(RFO)DIR-CPO-TMP-550,on 12/20/2020,for Cybersecurity Products
and Services(the"RFO").Upon execution of all Contracts,a notice of award for DIR-CPO-550
shall be posted by DIR on the Electronic State Business Daily.
1.3 Order of Precedence
a) For transactions under this Contract,the order of precedence shall be as follows:
i. this Contract;
ii. Appendix A,Standard Terms and Conditions;
iii. Appendix B,Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
iv. Appendix C,Pricing Index;
V. Appendix D,Service Agreement;
vi. Appendix E,Software License Agreement
vii. Exhibit 1,RFO DIR-CPO-TMP-550,including all Addenda;and
viii. Exhibit 2,Successful Respondent's Response to RFO DIR-CPO-TNT-550,
including all Addenda.
b) Each of the foregoing documents is hereby incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
purchase transactions.
RFO DIR-CPO-TMP-550 Page 1 of 10
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in Appendix A,
Standard Terms and Conditions.
Term of Contract
The initial term of this Contract shall be up to two(2)years commencing on the date of the last
signature hereto(the"Initial Term"),with one(1)optional two-year renewal and one(1)optional
one-year renewal(each,a"Renewal Term').Prior to expiration of the Initial Term and each
Renewal Term,this Contract will renew automatically under the same terms and conditions
unless either party provides written notice to the other party at least sixty(60)days in advance of
the renewal date stating that the party wishes to discuss amendment or non-renewal.
Option to Extend
Successful Respondent agrees that DIR may require continued performance under this Contract
at the rates specified in this Contact following the expiration of the Initial Tenn or any Renewal
Term.This option may be exercised more than once,but the total extension of performance
hereunder shall not exceed four(4)calendar months. Such extension of services shall be subject
to the requirements of this Contract,with the sole and limited exception that the term shall be
extended pursuant to this provision.DIR may exercise this option upon thirty(30)calendar days
written notice to Successful Respondent.
4 Product and Service Offerings
Products and services available under this Contract are limited to the technology categories
defined in Request for Offer DIR-CPO-TMP-550 for Cybersecurity Products and Services.At
DIR's sole discretion,Successful Respondent may incorporate changes or make additions to its
service offering,provided that any changes or additions must be within the scope of the RFO.
5 Pricing
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C,Pricing Index,and shall include the
DIR Administrative Fee(as defined below).
5.2 Customer Discount
a) The minimum Customer discount for all products and services will be the percentage off
List Price(as defined below)or MSRP(as defined below),as applicable,as specified in
Appendix C,Pricing Index.Successful Respondent shall not establish a List Price or
MSRP for a particular solicitation.For purposes of this Section,"List Price"is the price
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
for a product or service published in Successful Respondent's price catalog(or similar
document)before any discounts or price allowances are applied.For purposes of this
Section,"MSRP,"or manufacturer's suggested retail price,is the price list published by
the manufacturer or publisher of a product and available to and recognized by the trade.
b) Customers purchasing products or services under this Contract may negotiate additional
discounts with Successful Respondent.Successful Respondent and Customer shall
provide the details of such additional discounts to DIR upon request.
c) If products or services available under this Contract are provided at a lower price to:(i)
an eligible Customer who is not purchasing those products or services under this
Contract,or(ii)to any other customer under the same terms and conditions provided for
the State for the same products and services under this contract,then the price of such
products and services under this Contract shall be adjusted to that lower price.This
requirement applies to products or services quoted by Successful Respondent for a
quantity of one(1),but does not apply to volume or special pricing purchases.Successful
Respondent shall notify DIR within ten(10)days of providing a lower price as described
in this Section,and this Contract shall be amended within ten(10)days to reflect such
lower price.
.3 Changes to Prices
a) Subject to the requirements of this section,Successful Respondent may change the price
of any product or service upon changes to the List Price or MSRP,as applicable.
Discount levels shall not be subject to such changes,and will remain consistent with the
discount levels specified in this Contract.
b) Successful Respondent may revise its pricing by publishing a revised pricing list,subject
to review and approval by DIR.If DIR,in its sole discretion,finds that the price of a
product or service has been increased unreasonably,DIR may request that Successful
Respondent reduce the pricing for the product or service to the level published before
such revision.Upon such request,Successful Respondent shall either reduce the pricing
as requested,or shall remove the product or service from the pricing list for this Contract.
Failure to do so will constitute an act of default by Successful Respondent_
.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free On
Board Customer's Destination.No additional fees may be charged to Customers for standard
shipping and handling.If a Customer requests expedited or special delivery,Customer will be
responsible for any additional charges for expedited or special delivery.
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
6 DIR Administrative Fee
a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value
of all sales to Customers pursuant to this Contract(the"DIR Administrative Fee").The
amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent
(0.75%)of all sales,net of returns and credits.For example,the administrative fee for
sales totaling$100,000 shall be$750.
b) All prices quoted to Customers shall include the DIR Administrative Fee.DIR reserves
the right to increase or decrease the DIR Administrative Fee during the term of this
Contract,upon written notice to Successful Respondent without amending this Contract.
Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price
to Customers.
7 Internet Access to Contract and Pricing Information
In addition to the requirements listed in Appendix A,Section 7.2,Internet Access to Contract
and Pricing Information,Successful Respondent shall include the following with its webpage:
a) A current price list or mechanism to obtain specific contract pricing;
b) MSRP/list price or DIR Customer price;
c) Discount percentage(%)off MSRP or List Price;
d) Warranty policies;and,
e) Return policies.
8 Use of Order Fulfillers
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8,DIR agrees to permit Successful Respondent to utilize
designated order fulfillers to provide products,services,and support resources to Customers
under this Contract("Order Fulfillers").
8.2 Designation of Order Fulfillers
a) Successful Respondent may designate Order Fulfillers to act as the distributors for
products and services available under this Contract.In designating Order Fulfillers,
Successful Respondent must be in compliance with the State's Policy on Utilization of
Historically Underutilized Businesses.DIR and Successful Respondent will agree on the
number of Order Fulfillers that are Historically Underutilized Businesses as defined by
the CPA.
b) In addition to the required Subcontracting Plan,Successful Respondent shall provide
DIR with the following Order Fulfiller information: Order Fulfiller name,Order Fulfiller
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
business address,Order Fulfiller CPA Identification Number,Order Fulfiller contact
person email address and phone number.
c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller
participation or request that Successful Respondent name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
d) Successful Respondent shall be fully liable for its Order Fulfillers'performance under
and compliance with the terms and conditions of this Contract. Successful Respondent
shall enter into contracts with Order Fulfillers and use terms and conditions that are
consistent with the terms and conditions of this Contract.
e) Successful Respondent may qualify Order Fulfillers and their participation under the
Contract provided that:i)any criteria is uniformly applied to all potential Order Fulfillers
based upon Successful Respondent's established,neutrally applied criteria,ii)the criteria
is not based on a particular procurement,and iii)all Customers are supported under the
criteria.
t) Successful Respondent shall not prohibit any Order Fulfiller from participating in other
procurement opportunities offered through DIR.
.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract
upon written authorization by DIR.Prior to adding or removing Order Fulfillers,Successful
Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent
shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information
listed above.
8„4 Order Fulfidler Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15t'St.,Suite 1300
Austin,Texas 78701
Phone:(512)475-4700
Email:hershel.becker@dir.texas.gov
RFO DIR-CPO-TMP-550 Page 5 of 10
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
If sent to Successful Respondent:
Chris Honeycutt
Identity Automation,LP
7102 S.Sam Houston Pkwy W, Ste 300
Houston,TX 77064
Phone:281-817-5576
Email: coneycutt@identityautomation.com
10 Software License and Service Agreements
tO.1 Software License Agreement
a) Customers acquiring software licenses under this Contract shall hold,use,and operate
such software subject to compliance with the Software License Agreement.Customer and
Successful Respondent may agree to additional terms and conditions that do not diminish
a term or condition in the Software License Agreement,or in any manner lessen the
rights or protections of Customer or the responsibilities or liabilities of Successful
Respondent.Successful Respondent shall make the Software License Agreement terms
and conditions available to all Customers at all times.
b) Compliance with the Software License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer's compliance with the Software License
Agreement.
10.3 Service Agreement
Services provided under this Contract shall be in accordance with the Service Agreement as set
forth in Appendix D of this Contract.No changes to the Service Agreement terns and conditions
may be made unless previously agreed to by Successful Respondent and DIR. Successful
Respondent and Customer may agree to terms and conditions that do not diminish or lessen the
rights or protections of the Customer or the responsibilities or liabilities of the Successful
Respondent.
11 Conflicting or Additional Terms
a) The terms and conditions of this Contract shall supersede any additional conflicting or
additional terms in any additional service agreements,statement of work, and any other
provisions,terms,conditions,and license agreements,including those which may be
affixed to or accompany software upon delivery(sometimes called shrink-wrap or click-
wrap agreements),and any linked or supplemental documents,which may be proposed,
issued,or accepted by Successful Respondent and Customer in addition to this Contract
(such additional agreements,"Additional Agreements"),regardless of when such
Additional Agreements are proposed,issued,or accepted by Customer.Notwithstanding
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
the foregoing,it is Customer's responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement.If Customer does not accept
such Additional Agreement,Customer shall be responsible for negotiating any changes
thereto.
b) Any update or amendment to an Additional Agreement shall only apply to Purchase
Orders for the associated product or service offering after the effective date of such
update or amendment;provided that,if Successful Respondent has responded to a
Customer's solicitation or request for pricing,any subsequent update or amendment to an
Additional Agreement may only apply to a resulting Purchase Order if Successful
Respondent directly informs such Customer of such update or amendment before the
Purchase Order is executed.
c) Successful Respondent shall not require any Additional Agreement that:i)diminishes the
rights,benefits,or protections of Customer,or that alters the definitions,measurements,
or method for determining any authorized rights,benefits,or protections of Customer;or
ii)imposes additional costs,burdens,or obligations upon Customer,or that alters the
definitions,measurements,or method for determining any authorized costs,burdens,or
obligations upon Customer.
d) If Successful Respondent attempts to do any of the foregoing,the prohibited documents
will be void and inapplicable to this Contract or the Purchase Order between Successful
Respondent and Customer,and Successful Respondent will nonetheless be obligated to
perform such Purchase Order without regard to the prohibited documents,unless
Customer elects instead to terminate such Purchase Order,which in such case may be
identified as a termination for cause against Successful Respondent.
12 Authorized Exceptions to Appendix A,Standard Terms and Conditions
12.1 Appendix A, Section 5.1.1., "Work Product", is hereby deleted and replaced in its
entirety with the following:
Means any and all deliverables produced by Successful Respondent for Customer under a
Statement of Work issued pursuant to the Contract,including any and all tangible or intangible
items or things that have been or will be prepared,created,developed,invented or conceived at
any time following the Effective Date,including but not limited to any:
(i) works of authorship(such as manuals,instructions,printed material,graphics,
artwork,images,illustrations,photographs,computer programs,computer software,
scripts,configurations,object code,source code or other programming code,HTML
code,flow charts,notes,outlines,lists,compilations,manuscripts,writings,pictorial
materials,schematics,formulae,processes,algorithms,data,information,multimedia
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
files,text web pages or web sites,other written or machine readable expression of
such works fixed in any tangible media,and all other copyrightable works),
(ii) trademarks,service marks,trade dress,trade names,logos,or other indicia of source
or origin,
(iii) ideas,designs,concepts,personality rights,methods,processes,techniques,
apparatuses,inventions,formulas,discoveries,or improvements,including any
patents,trade secrets and know-how,
(iv) domain names,
(v) any copies,and similar or derivative works to any of the foregoing,
(vi) all documentation and materials related to any of the foregoing,
(vii) all other goods,services or deliverables to be provided to Customer under the
Contract or a Statement of Work,and
(viii) all Intellectual Property Rights in any of the foregoing,and which are or were created,
prepared,developed,invented or conceived for the use or benefit of Customer in
connection with the Contract or a Statement of Work,or with funds appropriated by
or for Customer or Customer's benefit:
a. by any Successful Respondent personnel or Customer personnel,or
b. any Customer personnel who then became personnel to Successful Respondent or
any of its affiliates or subcontractors,where,although creation or reduction-to-
practice is completed while the person is affiliated with Successful Respondent or
its personnel,any portion of same was created,invented or conceived by such
person while affiliated with Customer.
(ix) For the avoidance of doubt,Work Product does not include configurations,
modifications or enhancements of Successful Respondent IP licensed under a
subscription licensing agreement purchased pursuant to the Contract.
12.2 Appendix A,Section 5.1.4.,"Successful Respondent IP",is hereby deleted and replaced
in its entirety with the following:
Shall mean all tangible or intangible items or things,including the Intellectual Property Rights
therein,created or developed by Successful Respondent:
i) prior to providing any services or Work Product to Customer and prior to receiving any
documents,materials,information or funding from or on behalf of Customer relating to
the services or Work Product,or
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
ii) after the Effective Date if such tangible or intangible items or things were independently
developed by Successful Respondent outside Successful Respondent's provision of
services or Work Product for Customer hereunder and were not created,prepared,
developed,invented or conceived by any Customer personnel who then became
personnel to Successful Respondent or any of its affiliates or subcontractors,where,
although creation or reduction-to-practice is completed while the person is affiliated with
Successful Respondent or its personnel,any portion of same was created,invented or
conceived by such person while affiliated with Customer.
iii) Except as provided herein,the Contract does not convey or transfer any ownership rights
in Successful Respondent IP,or any Intellectual Property Rights therein. Successful
Respondent's name,logo,trade names and trademarks,including but not limited to,
RapidIdentity products(Rapidldentity Portal,RapidIdentity Connect,Rapidldentity
Federation,RapidIdentity Folders,RapidIdentity eSSO,Rapidldentity MFA,
RapidIdentity Appliance,Rapidldentity Server,RapidIdentity Proxy,RapidIdentiy
Windows Client,Rapidldentity Mac Client,Rapidldentity Mobile Client,RapidIdentity
Depot)are owned by Successful Respondent,and no right is granted to Customer to use
any of the foregoing except as expressly permitted herein. Except as provided herein,
Successful Respondent and its suppliers reserve all rights,title,and interest in and to all
copies of the Successful Respondent IP.
(Remainder of this page intentionally left blank.)
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DIR Contract No. DIR-CP0 4849
Identity Automation,LP-32035493496
This Contract is executed to be effective as of the date of last signature.
Identity Automation,LP
Authorized By Signature on File
Name: Chris Honeycutt
Title: Chief Financial Officer
Date: 7/11/2022
The State of Texas,acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 7/15/2022
Office of General Counsel: Initial on File
Date: 7/15/2022
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Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An
offense under this section is a misdemeanor.
!J Name of vendor who has a business relationship with local governmental entity.
2
❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the.originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
IJ Describe each employment or other business relationship with the local government officer,or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income,from the vendor?
Yes E-1 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes F-1 No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director,or holds an
ownership interest of one percent or more.
6
❑ Check this box if the vendor has.given the local government officer or afamily member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference,below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregatevalue of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§176.006(a)and(a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity;or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
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