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HomeMy WebLinkAboutContract 61433DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E CSC No. 61433 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Miller Jones, 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 — Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B — OMNIA 01-97 (e.g., NJPA, DIR, BuyBoard); and 4. Exhibit C — Conflict of Interest Questionnaire. The Exhibits referenced above, 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. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall not exceed One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on the date signed by the Deputy City Manager and ending on August 9, 2024 to coincide with the Cooperative Purchase Agreement. This Agreement may be amended to reflect the successive OMNIA Cooperative Agreement to 01-97 and be renewed annually in accordance with the terms of that OMNIA Cooperative Agreement. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E To CITY: City of Fort Worth Attn: Mark McDaniel, Deputy City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Miller Jones, Inc. Designated Signer PO BOX 836709 Richardson, TX 75083 Facsimile: N/A 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. 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 DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E 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. [Signature Page Follows] DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E 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: \J/��� `l�✓�--� Name: Mark McDaniel Title: Deputy City Manager Date: May 17, 2024 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director of IT Solutions ATTEST: By: Name: Jannette Goodall Title: City Secretary CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Sudong Lee (May 15, 2024 21:31 CDT) Name: Sudlong Lee Title: Senior IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A VENDOR: Miller Jones, Inc. By: DocuSigned by: 366A, Parka- 4tarllidUL4.3A4(k)... Name: John Pardue Title: CEO Date: 05/15/24 1 11:37 AM CDT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E r,A.rIIBIT A This Services Work Order (WO) is executed by and between Miller Jones, Inc. a Texas Corporation ("Services Partner") and The City of Fort Worth. Client Name : The City of Fort Worth Attn: Donlen Ruffin Donlen.ruffm@fortworthtexas.gov 275 W.13th St. Fort Worth, Texas 76102 Services Partner Name : Miller Jones, Inc. Attn: Mark Kreml Mark@millerjonesinc.com PO Box 836709 Richardson, TX 75083 Billing/Invoices: AR@Millerjonesinc.com GENERAL INFORMATION Service Type: VCISO Service SKU: SPS-COFWVCISO41 D-MJ FEES Rate : $98,000 TERMS Payment Terms: Net. 30. Payment due 30 days after invoice. WORK SUMMARY City Of Fort Worth VCISO Engagement Objectives Contract No: NCPA 01-97 Activities • Review recent 3rd party assessments. Recommend additional as necessary. • Review technology inventory. • Review / assess technology capability and implementation status. • Review organizational structure of InfoSec. and Infrastructure organizatins. • Interview InfoSec Staff to glean/assess current capabilities. • Interview Assistant Directors and Department Head — understand key concerns, desires, and their vision • Based on experience and integrating the information from above, craft a high level InfoSec program. o Based on NIST and associated regulations for municipalities o Provide immediate guidance (direction) on basic block/tackling concerns. o Identify the gaps and propose timelines for mitigation (based on risk to organization) o May require gut level assumptions / determinations with little data. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Deliverables • Information Security Program grounded in NIST concepts. o 3-to-5-year Strategy/Vision • Short Medium Long -Term Roadmap to achieve the strategy. o Short (year 1) — contains an immediate tactical plan. o Med (year 2-3) — high level, focus on competencies or services and whether best served internally or externally. o Long (year 4-5) — extremely high level, focused on providing vision of where The City should hope to be as an organization. • Tactical Focus plan (0 to 12 months) based on risk. o Based on assessment findings, focus on items related to strategy, otherwise focus on basic block/tackling fundamentals. The deliverable should identify which focus applies. o Rank ordered list of observed items/topics to mitigate based on observations. o Rank each item and why. List ranking may be over 24 months. o Key competencies required to attain/complete the first item on the list and identify which may require external support to achieve quickly. • A threat matrix that provides one view of overall information security maturity o Will be considered the baseline. o Can be used to re -assess each period to identify growth/stagnation. • An updated technology matrix that applies City of Fort Worth current technology to the NIST framework and illustrates the domain gaps, based on existing matrix.. IN WITNESS WHEREOF, the undersigned have caused this Work Order to be executed by their duly authorized representatives with effect as of the date first above written. Miller Jones, Inc. DocuSigned by: s)OLIA, Parka. 4E301 B8DC43A488... City of Ft. Worth Name Name John Pardue Title Title CEO Date 05/15/24 1 2:45 PM CDT Date DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90 �nrIIBIT B Introduction / Scope ♦ Region 14 ESC on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and non- profit organizations (herein "Public Agency" or collectively "Public Agencies") is soliciting proposals from qualified vendors to enter into a Master Agreement for a complete line of Advanced Technology Solutions Aggregator. ♦ Region 14 ESC, as the lead public agency, has partnered with NCPA to make the resultant contract available to all participating agencies in the United States. NCPA provides marketing and administrative support for the awarded vendor that promotes the successful vendor's products and services to Public Agencies nationwide. The Vendor will execute the NCPA Administration Agreement (Tab 2) upon award. Vendor should thoroughly review all documents and note any exceptions to NCPA terms and conditions in their proposal. ♦ Awarded vendor(s) shall perform covered services under the terms of this agreement. Respondents shall provide pricing based on a discount from their standard pricing schedules for products and/or services offered. Electronic Catalog and/or price lists must accompany the proposal. Multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included. ♦ Each service proposed is to be priced separately with all ineligible items identified. Services may be awarded to multiple vendors. Respondents may elect to limit their proposals to a single service within any category, or multiple services within any and all categories. ♦ National Cooperative Purchasing Alliance (NCPA) ➢ The National Cooperative Purchasing Alliance (herein "NCPA") assists public agencies to increase their efficiency and reduce their costs when procuring goods and services. This is accomplished by awarding competitively solicited contracts that are leveraged nationally by combining the volumes and purchasing power of entities nationwide. Our contracts are available for use by any entity that must comply with procurement laws and regulations. ♦ It is the intention of Region 14 ESC and NCPA to achieve the following objectives through this RFP. ➢ Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Public Agencies; ➢ Achieve cost savings of Vendors and Public Agencies through a single competitive solicitation process that eliminates the need for multiple proposals; ➢ Combine the purchasing power of Public Agencies to achieve cost effective pricing; ➢ Reduce the administrative and overhead costs of Vendors and Public Agencies through state of the art purchasing procedures. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Instructions to Respondents ♦ Submission of Response ➢ Only sealed responses will be accepted. Faxed or electronically transmitted responses will not be accepted. ➢ Sealed responses may be submitted on any or all items, unless stated otherwise. Region 14 ESC reserves the right to reject or accept any response. ➢ Deviations to the terms, conditions and/or specifications shall be conspicuously noted in writing by the respondent and shall be included with the response. ➢ Withdrawal of response will not be allowed for a period of 120 days following the opening. Pricing will remain firm for 120 days from submittal. ♦ Required Proposal Format ➢ Responses shall be provided in a three-ring binder or report cover using 8.5 x 11 paper clearly identified with the name of Respondents company and solicitation responding to on the outside front cover and vertical spine. Two (2) bound and signed copies of the proposals and Two (2) electronic copies on flash drives (i.e. pin or jump drives) shall be provided. Tabs should be used to separate the proposal into sections, as identified below. Respondents failing to organize in the manner listed may be considered non -responsive and may not be evaluated. ♦ Binder Tabs ➢ Tab 1 - Master Agreement / Signature Form ➢ Tab 2 - NCPA Administration Agreement ➢ Tab 3 - Vendor Questionnaire ➢ Tab 4 - Vendor Profile ➢ Tab 5 - Products and Services / Scope ➢ Tab 6 - References ➢ Tab 7 - Pricing ➢ Tab 8 - Value Added Products and Services ➢ Tab 9 - Required Documents ♦ Shipping Label ➢ The package must be clearly identified as listed below with the solicitation number and name of the company responding. All packaged must be sealed and delivered to the Region 14 ESC offices no later than the submittal deadline assigned for this solicitation. From: Company: Address: City, State, Zip: Solicitation Name and Number: Due Date and Time: DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Tab 1 - Master Agreement General Terms and Conditions ♦ Customer Support ➢ The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. ♦ Disclosures ➢ Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. ➢ The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. ♦ Renewal of Contract ➢ Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ♦ Funding Out Clause ➢ Any/all contracts exceeding one (1) year shall include a standard "funding out" clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: ➢ Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ♦ Shipments (if applicable) ➢ The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ♦ Tax Exempt Status ➢ Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E ♦ Payments ➢ The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. ♦ Adding authorized distributors/dealers ➢ Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. ➢ Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. ➢ Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. ➢ All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. ♦ Pricing ➢ All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. ➢ All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing ♦ Warranty ➢ Proposals should address each of the following: ■ Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. ■ Availability of replacement parts ■ Life expectancy of equipment under normal use ■ Detailed information as to proposed return policy on all equipment ♦ Indemnity ➢ The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. ♦ Franchise Tax ➢ The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E ♦ Supplemental Agreements ➢ The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ♦ Certificates of Insurance ➢ Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ♦ Legal Obligations ➢ It is the Respondent's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ♦ Protest ➢ A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: ■ Name, address and telephone number of protester ■ Original signature of protester or its representative ■ Identification of the solicitation by RFP number ■ Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested ➢ Any protest review and action shall be considered final with no further formalities being considered. ♦ Force Majeure ➢ If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. ➢ The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty ♦ Prevailing Wage ➢ It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. ♦ Miscellaneous ➢ Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. ♦ Open Records Policy ➢ Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page -by - page and line -by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). ➢ The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Regionl4 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. ♦ Contract Administration ➢ The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. ♦ Contract Term ➢ The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. ➢ It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ♦ Contract Waiver ➢ Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ♦ Products and Services additions ➢ Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP. ♦ Competitive Range ➢ It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ♦ Deviations and Exceptions ➢ Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor's complete line of products and/or services, when possible. ♦ Estimated Quantities ➢ The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $50 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E ♦ Evaluation ➢ Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. ♦ Formation of Contract ➢ A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. ♦ NCPA Administrative Agreement ➢ The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. ♦ Clarifications / Discussions ➢ Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent's whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondents are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents' proposals or prices. ♦ Multiple Awards ➢ Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. ♦ Past Performance ➢ Past performance is relevant information regarding a vendor's actions under previously awarded contracts; including the administrative aspects of performance; the vendor's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor's businesslike concern for the interests of the customer. DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Evaluation Criteria ♦ Pricing (40 points) ➢ Electronic Price Lists ■ Products, Services, Warranties, etc. price list ■ Prices listed will be used to establish both the extent of a vendor's product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ♦ Ability to Provide and Perform the Required Services for the Contract (25 points) ➢ Product Delivery within participating entities specified parameters ➢ Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. ➢ Vendor's ability to perform towards above requirements and desired specifications. ➢ Past Cooperative Program Performance ➢ Quantity of line items available that are commonly purchased by the entity. ➢ Quality of line items available compared to normal participating entity standards. ♦ References (15 points) ➢ A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years ♦ Technology for Supporting the Program (10 points) ➢ Electronic on-line catalog, order entry use by and suitability for the entity's needs ➢ Quality of vendor's on-line resources for NCPA members. ➢ Specifications and features offered by respondent's products and/or services ♦ Value Added Services Description, Products and/or Services (10 points) ➢ Marketing and Training ➢ Minority and Women Business Enterprise (MWBE) and (HUB) Participation ➢ Customer Service DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Address City/State/Zip Telephone No. Fax No. Email address Printed name Position with company Authorized signature SYNNEX Corporation 39 Pelham Ridge Drive Greenville, SC 29615 864-349-4801 510-360-6613 danielbr@synnex.com Daniel T. Brennan Vice President & Senior Counsel DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E Tab 2 - NCPA Administration Agreement This Administration Agreement is made as of August 1, 2019 , by and between National Cooperative Purchasing Alliance ("NCPA") and SYNNEX Corporation ("Vendor"). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated August 1, 2019 , referenced as Contract Number 01-97 , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the "Master Agreement"), for the purchase of Advanced Technology Solutions Aggregator; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: • General Terms and Conditions > The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. ➢ NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. ➢ Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. ➢ NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. > With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re -marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. ➢ The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • Term of Agreement > This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. • Fees and Reporting ➢ The awarded vendor shall electronically provide NCPA with a detailed monthly or quarterly report showing the dollar volume of all sales under the contract for the previous month or quarter. Reports shall be sent via e-mail to NCPA offices at reporting@ncpa.us. Reports are due on the fifteenth (15th) day after the close of the previous month or quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total > Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E ➢ Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA's costs and expenses for such audit. ♦ General Provisions ➢ This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. ➢ Awarded vendor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor must have prior approval from NCPA. ➢ If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney's fees and costs in addition to any other relief to which such party may be entitled. ➢ Neither this Agreement nor any rights or obligations hereunder shall be assignable by Vendor without prior written consent of NCPA, provided, however, that the Vendor may, without such written consent, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. ➢ This Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA's obligations hereunder ➢ All written communications given hereunder shall be delivered to the addresses as set forth below. National Cooperative Purchasing Alliance: Vendor: Name: Matthew Mackel Name: Title: Director, Business Development Title: Address: PO Box 701273 Address: Houston, TX 701273 Signature: Date: August 1, 2019 Signature: Date: SYNNEX Corporation Daniel Brennan Vice President & Senior Counsel E-SIGNED by Daniel Brennan on 2019-08-09 08:32:24 EST August 09, 2019 DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC90E TD SYNNEX 1 Public Sector April 30, 2024 John Pardue Miller Jones Inc 5930 Lyndon B Johnson Freeway, Suite 401 Dallas Texas 75240 Re: Participating Dealer Authorization — Miller Jones Inc National Cooperative Purchasing Alliance #01-97 To whom it may concern: Please allow this letter to serve as confirmation that Miller Jones Inc is authorized to sell through and under the TD SYNNEX Corporation National Cooperative Purchasing Alliance #01- 97 (the "Contract") contract. Under that existing Participating Dealer Agreement between the parties, TD SYNNEX Corporation has granted Miller Jones Inc the non-exclusive right to sell products that are awarded under the Contract to permitted government end users. Nothing in this letter of authorization should be construed as TD SYNNEX Corporation giving permission to Miller Jones Inc to add TD SYNNEX-distributed vendors to contract vehicles held by Miller Jones Inc. You should feel free to provide a copy of this letter to any of your public sector customers. Sincerely, Randy Finley Senior Director Public Sector Business Development TD SYNNEX Corporation 39 Pelham Ridge Drive Greenville, South Carolina 29615 (510) 402-7058 randy.finley@tdsynnex.com TD SYNNEX Public Sector I tdsynnex.com/na/us/td-synnex-public-sector DocuSign Envelope ID: 81FBC901-7344-4B79-A6BD-DE6C563FC9CJl1"rIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who 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. OFFICE USE ONLY Date Received il Name of vendor who has a business relationship with local governmental entity. Miller Jones, Inc. that you file an updated day after the date on which ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires completed questionnaire with the appropriate filing authority not later than the 7th business 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 Describe each employment or other business relationship with the local government officer, officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with Complete subparts A and B for each employment or business relationship described. Attach CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely other than investment income, from the vendor? or a family member of the the local government officer. additional pages to this Form to receive taxable income, income, from or at the direction is not received from the Yes X No B. Is the vendor receiving or likely to receive taxable income, other than investment of the local government officer or a family member of the officer AND the taxable income local governmental entity? Yes X No I 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. n/a 6 of the officer one or more gifts Check this box if the vendor has given the local government officer or a family member as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). DocuSigned by: 7 I L306A,Parka, 05/15/24 1 2:45 PM CDT Signature of vendor doing bausine s wiih°the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021