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HomeMy WebLinkAboutContract 60198DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 CSC No. 60198 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Questica Inc. d/b/a Bonfire Interactive ("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. 4. Exhibit C — Texas Department of Information Resources DIR-TSO-4363; and 5. Exhibit D — DIR-TSO-4363 Contract Price Index and Seller's Order form/SOW 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 C — DIR-TSO-4363, then Exhibit A — City's Terms and Conditions shall control, but only to the extent allowable under the DIR-TSO-4363. 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 and second year shall not exceed the amount provided in under this Agreement by Buyer or the amount of Two Hundred Fifty Thousand and 00/100 dollars ($250,000.00), the annual cost is subject to an annual uplift of 3%. 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 on June 11, 2025 to coincide with the Cooperative Purchase Agreement. This Agreement may be amended to reflect the successive DIR Cooperative Agreement to DIR-TSO-4363 and be may be renewed for up to four (4) annual renewal terms in accordance with the terms of that DIR Cooperative Agreement. [signature page following] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 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: -IV/a'`ln/1,— By• Valerie Washington (Oct 2,202313:50 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Oct 2, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: 0 cnnn�^�gQa By: Name: Jannette Goodall Title: City Secretary SELLER: Questica Inc. d/b/a Bonfire Interactive DocuSigned by: B b(L �jV1til�, o , y Namelllll.13171"'FM99n Title: sr. vice President, sales Date: 9/20/2023 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. By: Name: David Zellmer Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0790 Approved: 09/26/2023 Form 1295: 2023-1068384 ATTEST: DocuSigned by: By: SfUV� Name: fiVa�n, JL Hlts�4tl� 4U I... Title: Director, sales OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Exhibit A CITY OF FORT WORTH, TEXAS TERMS AND CONDITIONS 1. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Fundinia Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the 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. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the 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 City in a machine readable format or other format deemed acceptable to City. 2. Attorneys' Fees, Penalties, and Liquidated Damaizes. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Cooperative Purchase Page 3 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 4. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 6. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Cooperative Purchase Page 4 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 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. 9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. Cooperative Purchase Page 5 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 13. Public Information. 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor 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. 14. Addendum Controllina. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 15. Network Access. a. Citv 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 with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. 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 the 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. 16. Immiaration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all Cooperative Purchase Page 6 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 I-9 forms and supporting eligibility documentation for each employee who performs work under the 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 the Agreement for violations of this provision by Vendor. 17. 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. 18. Riaht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 19. Prohibition on Bovcottina Enerev 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. 20. 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 Cooperative Purchase Page 7 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 "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 signature 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 8 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 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 httu://www.ethics.state.tx.us/forms/CIO.DdE 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. Cooperative Purchase Page 9 of 26 DocuSign Envelope ID: EOF77D36-2FAA-4E32-8014-4A23B650OF05 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY 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. Questica Inc. (Bonfire) 21 ❑ 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.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer 41 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. None A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F]Yes Fx I 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? F]Yes FTI 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. None J ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 uocuaigneea oy: %VV%IA,Sbla September 18, 2023 -- Signature of vendor doirfg'business"with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Exhibit C DIR Contract No. DIR-TSO-4363 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES Bonfire Interactive Ltd. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 151h Street, Suite 1300, Austin, Texas 78701, and Bonfire Interactive Ltd. (hereinafter "Vendor"), with its principal place of business at 121 Charles Street West, Kitchener, Ontario, Canada N2G1H6. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DI R-TSO-TMP-416, on February 26, 2018, for Software Products, Software as a Service, and Enterprise Resource Planning Software Modules Products and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-416 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan, - Appendix C, Pricing Index; Appendix D, Software License and Suppport Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-416, including all addenda; and Exhibit 2, DIR-TSO-TMP- 416, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the samesubject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The initial term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor, with two (2) optional two-year renewals. Prior to expiration of each term, the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. Department of Information Resources Page 1 of 5 (DIR rev 03/2018) Cooperative Purchase Page 11 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 DIR Contract No. DIR-TSO-4363 Vendor Contract No. Product and Service Offerings A. Products Products available under this Contract are limited to commercially available off -the -shelf (COTS) software products, software as a service, and enterprise resource planning (ERP) supplemental modules and products, as specified in the Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited to software services, which includes but is not limited to installation, configuration, training, maintenance, support, licensing compliance services, and license management services as specified in the Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.13 above. C. Emerging Technologies and Future Acquisitions DIR recognizes that technology is ever -evolving and advancing. DIR reserves the right to consider the addition of emerging technology such as next generation, enhancements and upgrades for products and services that are within the scope the solicitation described in Section 1.13 above. Vendor may propose such products and services throughout the term of the contract. Pricing and terms will be negotiated upon DIR acceptance. Any determination will be at DI R's sole discretion and any decision will be final. In addition, Texas DIR and Vendor may mutually agree to add future acquisitions of Vendor to the contract. Subsequent terms of the acquisition(s) and pricing will be mutually agreed upon in writing and amended under the contract. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarters of one percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. Department of Information Resources Page 2 of 5 (DIR rev 03/2018) Cooperative Purchase Page 12 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 DIR Contract No. DIR-TSO-4363 Vendor Contract No. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 151" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email kellv.DarkerPdir.texas:aov If sent to the Vendor: Andrew Wilger Bonfire Interactive Ltd. 121 Charles Street West Kitchener, Ontario, Canada N2G1H6 Phone: (519) 500 - 1777 Email: Awilger@gobonfire.com Software License, Shrink/Click-wrap and Support Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License and Support Agreement set forth in Appendix D of this Contract. No changes to the Software License and Support Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor 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 Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License and Support Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License and Support Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License and Support Agreement terms and conditions. B. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Department of Information Resources Page 3 of 5 (DIR rev 03/2018) Cooperative Purchase Page 13 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 DIR Contract No. DIR-TSO-4363 Vendor Contract No. Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. C. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License and Support Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not without prior written agreement from Customer's authorized signatory, require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. 8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. Department of Information Resources Page 4 of 5 (DIR rev 03/2018) Cooperative Purchase Page 14 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 DIR Contract No. DIR-TSO-4363 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Bonfire Interactive Ltd. Authorized By: Signature on File Name: Andrew Wilaar Title: Executive Director, Partner Date: 6/6/2019 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: 6/11/2019 Office of General Counsel: Signature on File, 6/11/2019 Department of Information Resources Page 5 of 5 (DIR rev 03/2018) Cooperative Purchase Page 15 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire Interactive Ltd. Exhibit D Appendix C -Pricing Index CATEGORY I SUBCATEGORY I BRAND I PRODUCT DESCRIPTION SaaS License for full procuremen Procurement SaaS Bonfire management, including Posting/Listing, E Management Submission, Online Bid and RFx Evaluation and Audit Reporting Type of Volume By QTY 1-99 units 100-500 units 500+ units Product Category Procurement Management Procurement Management Procurement Management DIR-TSO-4363 DIR CUSTOMER DISCOUNT % off MSRP 10.00% DIR Customer Discount % off MSRP 10.00% 10.00% 10.00% Cooperative Purchase Page 16 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E1 02C75209 Statement of Work eProcurement Software and Implementation Services City of Fort Worth Bonfire Cooperative Purchase Page 17 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 C. Bonfire eProcurement Software and Implementation Services 1 1 eProcurement Software Statement of Work 1. Project Request The City is seeking Electronic Procurement software and professional services to implement the new system. The City is seeking to automate vendor registration, solicitation development and issuance, question and answer period, solicitation receipt, bid tabulation and evaluation, and other ancillary tasks related to solicitation management. The City intends to gain efficiency and transparency while maintaining the integrity of the City's bidding process. 2e Services Description GTY Software Inc dba Bonfire Interactive ("Bonfire") shall provide all necessary software, configurations, integrations and interfaces, implementation services, training, and support and maintenance services required to deliver a web -hosted Software as a Service electronic procurement solution which includes the functionality stated in this Statement of Work: Module Quantity & Type of License Purpose, Functionality & Expected (e.g., Enterprise, User) I Operation of Software Bonfire • Software -as -a -Service This solution provides the ability to manage a eSourcing • Site License (unlimited solicitation end -to -end from creation to award (Primary Module users) including: for the City of 0 Unlimited projects (RFPs, • Customizable templates and a Fort Worth) bids and other drafting stage to build a solicitation solicitations) * Public Portal to post opportunities and communicate with vendors and public • Fully electronic submission capabilities • RFP evaluation including disseminating proposal submissions to evaluators and tracking all scores and comments • Bid Tabulation m,..,­,,,...com Cooperative Purchase Page 18 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire eProcurement Software and Implementation Services 1 2 • Awarding and communication with vendors and public Bonfire Contract • Software -as -a -Service This solution provides the ability to store and Management • Site License (unlimited manage contract details including the (Add -on Module users) following: to eSourcing) • Unlimited contracts stored • Dashboard to view all active contracts • User permissions to ensure the correct users can see and/or edit contract information pertinent to their role • Custom contract fields • Reminders for Lead Time on a contract (custom number of days - i.e. 60, 90, 180 days before a contract term ends) • Custom reminders that can be assigned to any user • Option to store information such as vendor contact info and documents on a contract -by -contract basis GoBonfire.com Cooperative Purchase Page 19 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 6_ Bonfire eProcurement Software and Implementation Services 1 3 Implementation Services Statement of Work Please see a graphical overview of the implementation schedule below, followed by a detailed explanation. Get oriented and understand yourneeds Configure your Bonfire solution Enable your team i Prepare for a successful launch Ensure continued success and growth w Empower continuous learning A dedicated Implementation Consultant works closely with your team to understand your needs and build a plan for success. We configure the Bonfire platform to align with your existing process. Bonfire provides core group training using relevant project examples. Each training session builds on a library of project drafts for future use. We provide a tried -and -tested communication plan to onboard your Internal stakeholders and vendors. After a successful launch, you will transition to a dedicated Customer Success and supportteam who will ensure your ongoing success and growth. You can refresh and supplement your knowledge at any time with unlimited access to online learning resources. One of the core principles that Bonfire was designed around is simplicity and ease of use. As such, the Bonfire implementation process is focused on training the power users of the system, the buyers who will be managing procurement projects. Casual users such as evaluators are guided by Bonfire's user -centric design and require no formal training before accessing the procurement portal. All Bonfire implementations are managed by an Implementation Lead who will guide the implementation project from inception to completion. The Implementation Lead acts as the main point of contact for all implementation activities and will personally be involved in every point of the implementation process. GoBonfire.com Cooperative Purchase Page 20 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Ei Bonfire eProcurement Software and Implementation Services 1 4 The tasks involved in a Bonfire l,u1,4u,uan (LaGu, i typically fall into three main categories: General Account Setup • Customization of Portal Feature Set • Determining and Configuring the DcNd,t ic,lcs on the Portal • Determining and Assigning User Roles • Customizing Vendor Registration Form • Customizing Contract Management Attributes and Types Training • General training session on the Listing / Evaluation platforms of Bonfire • Specialized training on Bonfire's Advanced Evaluation Modules (Multi -Decision, Questionnaires, BidTables) • Contract Management Training Ramp -Up • Review of RFx templates and changes required • Assistance with the creation of the first project at each Department or sub -training group (if required) • Go -Live in the eSourcing module • Bulk import of all pre-existing contract metadata into the Contracts Managerent module • Implementation Debrief to Management for each Department Implemerridtion Plan: General Account Setup Description Introduction to Bonfire Project Team (Implementation 1.1 Kickoff Call Manager and Client Success Manager), overview of training methodology and scheduling of first training steps and other general account set-up tasks. GoBonfire.com Cooperative Purchase Page 21 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire eProcurement Software and Implementation Services 1 5 Optional meeting in addition to the kick-off call with a Steering Committee as selected by the City (i.e. 1.1.1 Steering Committee Meeting Purchasing leadership, Project Manager) to plan General Account Setup tasks and adapting/applying current Purchasing processes to Bonfire. Finalize Feature Set and Custom Finalize any configurations for the portal (note: this can 1.2 be iterated on over the course of implementation as Language required). Finalize the vendor registration fields for the portal 1.3 Customize Vendor Registration Page (note: this can be iterated on over the course of implementation as required). Finalize the custom fields in the Contract Management :ustomize Contract Management 1.4 module (note: this can be iterated on over the course of Fields implementation as required). City provides a list of users and Implementation Manager provides clarity on user roles to determine the best user roles so that seat -holders (i.e. Purchasing 1.5 Jser Invites and Setup Staff) has the correct levels of access during training. (Note: this can be iterated on over the course of implementation as required.) ire -Training Call with Steering Additional meeting beioii Laii6,,g to discuss agenda 1.6 �ommittee (may be same meeting as for first training sessions as required with selected 1.1.1) Steering Committee members. 1.7 Single Sign On Configuration City IT staff and Bonfire SSO team meets to discuss and configure SSO integration through OKTA. 2 Training Training on setting up a bid/RFP in the system. An 2.1 Solicitation Training Session example from the City will be used to demonstrate how their process will be applied in Bonfire. Training on a solicitation once it's been posted 2.2 Vendor Communication and Evaluatiortincluding how to communicate with vendors (i.e. training Session addenda and messages) and how to set-up and conduct evaluations. Neekly Implementation Review w/ Weekly meeting to discuss training, change Steering Committee management and any modifications required. GoBonfire.com Cooperative Purchase Page 22 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire 2.3 4dvanced Module Training 2.3.1 BidTables Training Session 2.3.2 questionnaires Training Session Weekly Implementation Review w/ Steering Committee 2.3:3 Multi -Category Projects Training Session 2.4 ✓endor Management and Insights Reporting Training 2.5 Zontract Management Training 3 Ramp -Up Phase 6 eProcurement Software and Implementation Services 1 6 Training on additional modules as required. Note: if additional training on standard set-up of a solicitation is required, this plan can be modified to include those sessions as additional steps or replace the following sessions if they are deemed non -applicable. Training on Bonfire's multi -line item bidding tool commonly used for RFQs, IFBs and other pricing -based bids. Training on Bonfire's questionnaire feature which allows the City to collect responses to requirement lists in Excel and to be evaluated in a side -by -side view. Weekly meeting to discuss training, change management and any modifications required. Training of Bonfire's MCD feature which allows for multiple categories to be bid out with different award scenarios. If deemed non -applicable, this session can be replaced with additional Q&A. Training t�o yu uvc, how to r,iai iayc vc, d- lists and review reports. Also an additional session to go over any Q&A as required from previous sessions. Training on the Contract Mu, iagerrrerrt module including adding contract data (i.e. key dates), reporting and setting reminders. Review of solicitation documents to include any new 3.1 Review RFx Templates (any changes layu iyjy a,uund submission instructions (note: this can with use of Bonfire) be worked on at any time during implementation, often during the Weekly Steering Committee meetings). Review of vendor co mnurfitation announcing the use Review Vendor Communication re: use of Bonfire and instructions on how to register (note: 3.2 this can be worked on at any time during Df Bonfire implementation, often during the Weekly Steering Committee meetings). During the ramp -up phase (and often times during the Review Test Projects Setup for seat - 3.3 Training phase between sessions), users at the City will holders create "Test Projects" in the Drafts section of the live GoBonfire.com Cooperative Purchase Page 23 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire eProcurement Software and Implementation Services 1 7 Weekly Implementation Review w/ Steering Committee 3.4 Evaluation of Test Projects 3.6 Go -Live Checklist Meeting w/ Steering Committee 3.7 Go -Live (eSourcing) Go -Live Milestone: RFx Templates are updated with Bonfire submission language Go -Live Milestone: Vendor 3.7.1 Communication is sent out 3.7.2 Go -Live Milestone: First RFx project(s) are created in Bonfire Weekly Implementation Review w/ Steering Committee Post Go -Live Support Session with End -Users Weekly Implementation Review w/ Steering Committee portal or a sandbox environment. The Implementation Manager will work with users to review and provide any support as required. Weekly meeting to discuss ramp -up phase (i.e. testing), change management and any modifications required. Test Projects are evaluated (either using BiclTables or RFP scoring). The City may choose to loop in other stakeholders that may be a part of evaluation committees in the future to be a part of this testing. Meeting to go over checklist for "go -live" to ensure all requirements are met. "Go -Live" means that a solicitation is posted in Bonfire for vendors to submit to and is evaluated in the Bonfire solution - i.e. a live bid is run with all stakeholders engaged vs. the test projects with "fake vendor submissions" run up to this point. Confirm language is good to be public/vendor-facing. Send out communication to vendors (note some agencies do this well ahead of Go -Live to ensure vendors have time to register). Implementation Manager works with the users creating their first projects in Bonfire to ensure they are ready to be posted publicly. Weekly meeting to discuss ramp -up phase (and first few live bids), change management and any modifications required. Q&Aor additional support in setting up first projects run by the end users. This meeting can be ad -hoc in nature (i.e. drop -in), one-on-one with users or a general Q&A session with all users — whichever is best for the City. Weekly meeting to discuss ramp -up phase (and first few live bids), change management and any modifications required. GoBonfire.com Cooperative Purchase Page 24 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 Bonfire eProcurement Software and Implementation Services 1 8 Q&A or additional support in setting up first projects Post Go -Live Support Session with run by the end users. This meeting can be ad -hoc in End -Users nature (i.e. drop -in), one-on-one with users or a general Q&A session with all users — whichever is best for the City. Weekly meeting to discuss ramp -up phase (and first Weekly Implementation Review w/ few live bids), change management and any Steering Committee modifications required. Q&A or additional support in setting up first projects Post Go -Live Support Session with run by the end users. This meeting can be ad -hoc in End -Users nature (i.e. drop -in), one-on-one with users or a general Q&A session with all users — whichever is best for the City. Weekly Implementation Review w/ Weekly meeting to discuss ramp -up phase (and first Steering Committee few live bids), change management and any : modifications required. 3.8 Implementation Survey Transition to Customer Success 3.9 Manager Survey is sent to key stakeholders (i.e. Steering Committee) and other end -users to collect feedback on implementation. Client Success Manager becomes the main point of contact at a point where week -to -week support is no longer required. CSM is still a main resource for additional training and support sessions. Additional Supports & Resources Technical Support Team In addition to the support received from the Implementation Manager, Bonfire offers technical support for anyone interacting with the solution. Support is available via an in -application ticket/chat system, phone (toll -free) and email from Monday -Friday from 7am-7pm CST. GoBonfire.com Cooperative Purchase Page 25 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 C Bonfire eProcurement Software and Implementation Services 1 9 Self -Help Resources Bonfire will feature multiple self-help resources to support the City's success adopting and using Bonfire, including the following: Bonfire Academv Bonfire offers a course -based training platform for all users, called Bonfire Academy. Courses in the platform are interactive, and include videos, slideshows, annotated screenshots, and quizzes. Users are able to learn at their own pace or use the courses to refresh their memory after the official training program has ended. Conveniently, course progress is tracked, which lets the userjump in and out of courses based on their availability and learning needs. The platform includes generic courses aimed at learning all aspects of the platform, as well as courses specific to an organization and its related processes. Depending on your subscription package and needs, Bonfire will work with you to build content that is specific to your organization's roll -out. These courses are designed to walk the user through the steps required in Bonfire to mimic the organization's business processes, policies, and procedures. Knowledae Base 8t Webinars Bonfire's Support team also created an online Knowledge Base repository where, to date, more than 60%of customer requests have been addressed with self-help guidance. Users are empowered to find answers quickly, easily, and on their own time. In addition to the Knowledge Base, Bonfire offers an online webinar series exclusive for clients. The webinars highlight product features on new releases, offer drop -in training sessions, and best practice guides. Webinars target areas of the product and are based around customer requests. Cooperative Purchase Page 26 of 26 DocuSign Envelope ID: FE398027-D77F-456A-A78F-78E102C75209 ft Bonfire' ORDERDETAILS Plan Type 2-Year Term Currency USD Start Date October 1, 2023 End Date September 30, 2025 Billing Cycle Paid Upfront Data Location USA Order Form Questica Inc. 603 Michigan Dr Unit 1, Oakville, ON L6L OG2 City of Fort Worth 200 Texas Street Fort Worth Texas 76102 Prepared on: September 6, 2023 Prepared by: Richard Naylor Annual Rate Amount (2-year Ter Bonfire eSourcing - Custom Site License $125,000.00 $250,000.00 Unlimited Users Included Unlimited Projects Included Unlimited Evaluators Included Unlimited Submissions Included Unlimited Vendors Included Procurement Portal Included Vendor Management & Custom Vendor Registration Included Questionnaires Included BidTables & Bid Tabulation Included Approvals Included Evaluation Groups Included Project Drafts Included Project Templates Included Community Projects & Co-operative Contracts Included Reverse Auctions Included COUNDA Included Bonfire Contract Management - DIR Rate $7,125.00 $14,250.001 Less: Module Bundle Discount (CM fee waived) -$7,125.00 -$14,250.00 1 Unlimited Contracts Users Included Unlimited Contracts Stored Included Custom Contract Fields Included Vendor Performance Surveys Included Bonfire Customer Experience Implementation and Set -Up (one-time) - DIR Rate $4,050.00 $4,050.001 Less: Partnership Discount -$4,050.00 -$4,050.001 Maintenance/Hosting Included Associated Releases/Upgrades Included On -going Support Included Unlimited Document Storage Included Bonfire Academy Included Bonfire Client Forum Included Single Sign On Included Total ORDER FORM COMMENTS: - Includes implementation, training, unlimited projects, support, submissions, and cloud storage. - Bonfire services including account activation and implementation to start on the start date indicated above. - Pricing, terms and condiditons are based on DIR Contract #DIR-TSO-4363. - The Fees (including all discounts) in the Order Form apply for the Initial Term (Oct 1, 2023 to Sept 30, 2025) and any future Renewal is subject to a potential increase of the Fees by up to 3% above the previous applicable Fees. Future renewals may be on an annual basis. - Optional custom Professional Services work for integrations will have a do -not -exceed amount of $15,000.00 per integration point based on the scope of work and development hours required. 808080121 Charles St. W. Suite C429, Kitchener, ON 5FADCFGoBonfire.com CITY COUNCIL AGENDA Create New From This M&C REFERENCE **M&C 23- 04QUESTICA INC DBA BONFIRE DATE: 9/26/2023 NO.: 0790 LOG NAME: INTERACTIVE EPROCUREMENT SOFTWARE CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of an Agreement with Questica, Inc. d/b/a Bonfire Interactive, a EUNA Solutions Brand, Using Cooperative Contracts for a Turnkey Electronic Bidding System in an Amount of $250,000.00 for the First and Second Year Combined, and Authorize Four Annual Renewal Options for a Total Contract Amount Not to Exceed $788,642 RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with Questica, Inc. d/b/a Bonfire Interactive for a turnkey electronic bidding system using State of Texas Department of Information Resources Cooperative Contract DIR-TSO-4363 in an amount of $250,000 for the first and second year combined, and authorize four annual renewal options for a total contract amount not to exceed $788,642 DISCUSSION: The City's Purchasing Division is responsible for the development and facilitation of all non-public works procurements for the City of Fort Worth. Currently, the City is still using a largely manual and paper -based system that requires vendors to submit both paper responses and a copy saved to a Universal Serial Bus (USB) drive. The current process is inefficient, time -intensive, and costly to bidders. In reviewing available technology and processes adopted by other large cities, it became clear that electronic bidding offers increased efficiency and efficacy for the City during the procurement and life -cycle of the agreement, synergy and cost savings for vendors, and increased ability to promote Minority/Women Business Enterprise (M/WBE), Historically Underutilized Business (HUB), and Disadvantaged Business Enterprise (DBE) firms. Currently, twenty-one entities in the Dallas -Fort Worth area use the Bonfire Platform, including the City of Dallas, Burleson, Lewisville, Corinth, The Colony, Fort Worth Housing Solutions, Tarrant County Community College, Dallas Fort Worth Airport, and Denton County. With this Mayor & Council Communication (M&C), staff requests that the City Council authorize an agreement with Questica, Inc. d/b/a Bonfire Interactive (Bonfire) for the implementation of the Bonfire electronic bidding solution platform (Bonfire Platform). The Bonfire Platform includes multiple modules, including eSourcing and contract management which will enable the City to more efficiently, effectively, and accurately navigate the procurement process. Use of the Bonfire Platform is free for bidders and includes many tools that the City does not currently provide. Many of these tools, such as the ability to submit interest to act as a subcontractor on a bid or project, will not only help grow vendor engagement with the City but also grow M/WBE, HUB, and DBE firm participation in City projects. The Bonfire Platform will enable City Staff to accurately track and pull reports on contracts, which will ultimately better prepare the City to avoid contract lapses for needed goods and services. The Bonfire Platform can also be utilized as a forecasting tool to help departments in the budget planning process. Funding is budgeted in the ITS Capital Fund for the purpose of funding the FY23 Bonfire Bidding Software for the first two years, as appropriated and the remaining four years will be budgeted in the Other Contractual Services account of the Information Technology Solutions Department's Info Technology Systems Fund. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. The City will initially use DIR-TSO-4363 to contract with Bonfire. SUCCESSOR CONTRACTS - The City will initially use the Department of Information Resources (DIR) contract to make purchases authorized by this M&C. The Cooperative Contract is set to expire on June 11, 2025. If DIR-TSO-4363 is extended, this M&C authorizes the City to purchase the services under the extended contract. If DIR-TSO-4363 is not extended but DIR executes a new cooperative contract with Bonfire with substantially similar terms, this M&C authorizes the City to purchase the equipment and supplies under the new DIR contract. If this occurs, in no event will the City continue to purchase goods and services under the new agreement for more than six (6) years without seeking Council approval. In the event the DIR agreement is not extended or a successor contract is not identified, staff would cease purchasing at the end of the then -current term coinciding with a valid DIR agreement. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. BUSINESS EQUITY -A goal is not assigned when purchasing from an approved purchasing cooperative or public entity. AGREEMENT TERM - Upon City Council's approval, this agreement will remain in effect in accordance with Cooperative Contract DIR-TSO-4363 or applicable successive DIR contracts for the same services. RENEWAL OPTIONS - This agreement may be renewed for up to four one-year renewal terms at the City's option. Each renewal term shall be subject to a potential 3\% price increase from the previous term. For avoidance of doubt, the maximum amount of the first renewal term is $128,750.00. This Official site of the City of Fort Worth, Tuas Foxes IW- action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY23 Bonfire Bidding Software project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department I Account Project Program Activity Budget I Reference # Amount ID I ID I I Year I (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I I I Year , (Chartfield 2) Submitted for Citv Manaaer's Office bv: Valerie Washington (6192) Originating Denartment Head: Kevin Gunn (2015) Additional Information Contact: Mark DeBoer (8598) ATTACHMENTS 04GTY Software DBA Bonfire Interactive Enrocurement Software.docx (CFW Intemal) Comnlete with DocuSian Form 1295 Certificate. ndf (CFW Intemal) FID Table Guestica Bonfire.XLSX (CFW Internal)