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HomeMy WebLinkAboutContract 59518CSC No. 59518 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between vCloud Tech Inc. ("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 — OMNIA R200805 Pricing Index; 3. Exhibit B — OMNIA R200805Cooperative Agreement; 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 September 30, 2023 City shall be able to renew this agreement for two (2) 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 Page 1 of 9 To CITY: City of Fort Worth Attn: Valerie Washington, Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To vCloud Tech Inc.: vCloud Tech Inc. Assistant City ATTN: Legal Department 609 Deep Valley Dr. Suite 200 Rolling Hills Estates, CA. 90274 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. Cooperative Purchase Page 2 of 9 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 Bovcott 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 Bovcottine Ener2v 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. Cooperative Purchase Page 3 of 9 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 9 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: By: Valerie Washington (May 30, 202315:34 CDT) Name: Valerie Washington Title: Assistant City Manager Date: May 30, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: IT Solutions Director 4.ovaoppn� ATTEST: fo oRT�a°o pro° o9.l, Ovo a=d° Pdp*o*00 *� 4 rEXA5a4b �b44644 By: Name: Jannette Goodall Title: City Secretary VENDOR: vCloud Tech By: i;;I; y� /<ia-y� Name: Muhammad Khan Title: CEO Date: 5/25/2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Steven Vandever (May 26, 202314:07 CDT) By: Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 9 Exhibit A Cooperative Agreement Pricing Index Lyher Security Solutions and Associated Products & Services Price Sheet f2rLl.11b; Product TNe MarsuFxWrRr Farts Qesuipbbn Man ufactureYs Suggested fist Arise Nei Price [a Mgbn4 ES0 1 Malwareby[es Malaware0yles hIRF12N250 Malwazehy[es ereadi RemetllMlo.n 1R--w $16-09 $14.501 2 Malwareby[es Malawazehytes MARI]N500 Malwarehytes W—h Remed=on rRenew Only] $13.94 3 Malwareby[es Malawarehytes MAR12NIMO Malw::b,,t se —di RemedlatlonlRenew Onlyj $12.54 $1134� 4 Malwarebytes Malawarehytes MAP24N250 Malwaretrytei Weam Remed' H_ lRenew• Only] $32Z11 $29.01� 5 MalWarebytes mmawarehytes MMMN500 Malwarehytes wea0i RemetlWOon lRenew Onlyj $27.94 $25.22� 6 Malwarebytes Malawarehy[es MAR2QN1000 Malwazehy[es Sm3di Remetllatlon lRenew Only] $24.49 $22.0]� 7 M.1—bytes Malawarehytes MAR36N250 Malwarehyt-s eadi Remedla0o01Renew Only] $48.30 $43. 51 6 Malwareby[es Malawarehytei MAP36N500 Malwarehy[ei 8readr RemetllaIlon lRenew Only] $41.Z9 $37.21! 9 Malwareby[es Malawarehytes MRR36N1000 Malwarehytei emadi RemedW-IRe,ew []nly] $3434 $32.79l 30 MalWareby[e5 Malawazehy[e1 MES32NZ50 Malwarehyte ErWWOt 5e—AV 07.09 $33.421 31 Malwarebytes Malawarehytes ME512/u500 Malwarehytes Endpoint Seevnay $34-29 $30.90� U M.I—Mbytes Malawarehytes ME502N3000 Malwarehytes E.P.n 5tturdy $37.29 $29.001 13 MalWarebyres Malawarehytel mEnuL50a Malwarehytes ElWpointS_V $27d4 $2459� M Malwarebytes Malawarehytm ME5121Y_r007 Malwarehytes Endpniia 5 r¢y Smt $22.07� 15 Malwareby[es Malawazehytm ME512NR0 Malwarehytm Endpnim See AV $2 n 520.171 16 Malwarebyres Malawarehytes ME524NI50 Malwarehytesr p0r1n5-1, $73.r9 $66.221 17 Aaalwarebytes Malawarehytes ME524N500 Malwaretrytes FaWpotM Se MV $6SS9 $61.8:1� k8 MalWareby[es Malawarehy[es MES2QHLOW Malwarehytes Endpptm Sensdly $03� $57.39� S9 Malwam"s Malawarehytes MFSNimo0 Malwarehyrea EOdpmnt 5,-rlly $53-89 $4958� 20 M.I—Mbytes Malawarehytes ME524N5000 Malwarehytes End. stivrdV $48-99 $4Q.14� 21 MalWambytes Malawarehytes ME524N20 Malwmehytes En WW"Seearny $I W $39. 73� 22 Malwarebyte6 Malawarehytes ME536H25u Malw•arehy[es Endp0iM Se[umy $Umo $99.1 23 M.Iwarebytes Malawarehytea ME536l4500 Malwarehytes EntlppiM S rrsy $Ia2.89 $9271� 24 Malwarebyres Malawarehytes ME336rik000 Malwazehytes En p0iMS —v $9584 $56.40i 25 M.I—Mbytes Malawarehytes ME536N2500 Malwarehytes Endpptnt S —V $81.29 $73.f5� 26 Malwareby[es Malawarehytes ME536lL`000 Malwareb"es EntlpoiM Secvmy $T149 $Ei6.22� Z7 Malwareby[es Malawarehytes MHMN10000 Malwarehytea Endpaint5eeaailV $66.44 $59.91l 28 MalWarebytes Malawazehytm mP iL100 Malwarehytm Prem&,5ervlre $449.95 $450.46� 29 Malwa=es Malawarehytes MP5125250 Malwarehytes P_Se. $999.95 $900.96� 30 Malwarebytes Hlalawarehytes MP5125500 Malware[ry[ei P—.5erv1. $I,399.95 SL.261.36� 31 M.Iwarebytes mmawarehytei WM25IS100 Malwarehytes PremWm 5erv1[e $r,949.95 $f,H0Y.96� 32 Malwarebytes Malawarehytes R1F51255000 Malwazehytes PremWm3erv1[e $4999.95 $4,504.9fi� U Mal—re"Les Malawarehytes MPSUS10000 Malwarehytes P_1—Sew, $8,000.00 $7,206.001 34 Malwarebytes Malawerehytes MP52451110 Malwarehytes PremWn5erv1[e $I,000.00 $901M 35 Malwamh"t Malawarehytes MP5245250 Malwarebytes,_m 521. $2,000.0u $1,.802.00� 36 MalWarebyte5 Malawarehyt. MP3245500 Maltaarehytes Premltmt 5ervl[e $2,800.00 $2,522.817l 37 MalWarebytes Malaware"Im MP52111000 Malwazehytes PremWm3emlu 54,000.00 si,6 .001 38 Malwarebytes Malawarehytes MPQ2 S5000 Malwarehytes Pm,W sew, $IO;OV0.00 $9,u1S1.00� 39 M21Wareb}Te5 Mm—rehyte5 ,PS24S10000 Malwarehy[ei P_ 5eN1[P $1sa00.a0 $14,41E21 40 Malwareby[es Malawarehytes MPS36S100 Malwarehy[es PremWm Servl[e $I,SOII.00 $;,35150� 41 Malware"S Malawazehytes MP5365250 MalwarehytesP—Wm3ervIm $3,000.00 $7„7u.03� 42 rp6b4so47 Malwarebytes a¢a 7i Malawarehytes MP5365566 Malwarehytea Pre—Servke $4200.00 $3,784.20� Cooperative Purchase Page 6 of 9 Exhibit B Cooperative agreement Cooperative agreement URL vCloud Tech Cooperative Contract I Contract Documentation (omniapartners.com) U.S. Communities and Nationai IPA, both wholly -owned subsidiaries of OMNIA Partners, have Overview come together as OMNIA Partners, Public Sector. All public sector participants already registered with National IPA or U.S. Communities continue to have access to all contracts, with certain Cantract Documentation > exceptions, in the portfolio and do not need to re -register to use a legacy National IPA, legacy U.S. Communities, or new OMNIA Partners contract. U.S. Communities and National IPA remain Resources separate legal entities and lead agency contracts completed under each brand are effective and available for use through the contract's approved term. In the event we believe re -registration is necessaryfor any reason, OMNIA Partners will let you know. Cyber Security Solutions and Associated Products & Services Region 4 ESC - TX Contract Number: R200806 October 1, 2020 to September 30, 2023 Option to renew for two (2) additional one-year periods through September 30, 2025 NOT RENEWED Cooperative Purchase Page 7 of 9 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 176001(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 176.0.06(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. J ❑ Check this box if you arefiling 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.) J Name of local government officer about whom the information is being disclosed. Name of Officer J 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 F-1 No B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes 71 No J 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. J 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) J Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11130/2015 Cooperative Purchase Page 8 of 9 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-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 4 176.003(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 aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code S 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 11130/2015 Cooperative Purchase Page 9 of 9