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Home My WebLink AboutContract 62282CSC No. 62282 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Sequel Data Systems, 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 — City's Terms and Conditions; 3. Exhibit B — Seller's Quote, Scope of Services or Purchase Order; 4. Exhibit C — Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); Exhibit D — Conflict of Interest Questionnaire; and 5. Exhibit E - Network Access Agreement. Exhibits A, B, C, D, and E 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 B and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of one million, seven hundred thousand, dollars ($1,700,000.00). 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 October 3, 2024 and ending on October 2, 2025. City shall be able to renew this agreement for four one-year renewal options by written agreement of the parties. 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 To CITY: To VENDOR: City of Fort Worth Sequel Data Systems, Inc. Attn: William Johnson, Assistant City Manager Chris Case, Chief Executive Officer 100 Fort Worth Trail 11824 Jollyville Road, Suite 400 Fort Worth, TX 76102 Austin, Texas 78759 Facsimile: (817) 392-8654 Facsimile: 512-519-7868 With copy to Fort Worth City Attorney's Office at same address 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: William Johnson (N v 10, 202411:52 CST) Name: William Johnson Title: Assistant City Manager Date: Nov 10, 2024 APPROVAL RECOMMENDED: CHristovhor Harder By: Christopher H a rder(Nov 6, 202407:21 CST) Name: Christopher Harder Title: Director, Water Department ATTEST: FORT z t 4 p o °�09�dd dPQ,4 *pe aann tezpool 54 p Ci �nnuva By: Name: Jannette Goodall Title: City Secretary VENDOR: Sequel Data Systems, Inc. By: Name: Chris Case Title: Chief Executive Officer 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: 9 w /ry Name: Jason Lyssy Title: IT Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Hye Won Kim Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0940 OFFICIAL RECORD Date: Nov 4, 2024 CITY SECRETARY FT. WORTH, TX 10/30/24, 8:15 AM M&C Review Official site of the City of Fort Worth, Texas ACITY COUNCIL AGEND FORTWQRrTH Create New From This M&C REFERENCE **M&C 24- 60WATER NETWORK AND DATE: 10/29/2024 NO.: 0940 LOG NAME: SCADA HARDWARE PROJECT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (All) Authorize Non -Exclusive Purchase Agreements for the Water Department Infrastructure and Supervisory Control and Data Acquisition Protocols with Sequel Data Systems in a Combined Amount Up to $1,700,000.00 and Four One -Year Renewal Options, with $1,700,000.00 for the First Contract Year, and $500,000.00 for Each Renewal Year RECOMMENDATION: It is recommended that the City Council authorize non-exclusive purchase agreements for the Water Department infrastructure and Supervisory Control and Data Acquisition protocols with Sequel Data Systems, using multiple State of Texas Department of Information Resources, and The Interlocal Purchasing System cooperative contracts for the combined amount up to $1,700,000.00 and four one-year renewal options, with $1,700,000.00 for the first contract year, and $500,000.00 for each renewal year for the technology equipment, software, security, maintenance, training, and professional services, in support of the entire Water Department network and Supervisory Control and Data Acquisition for the Water Department. DISCUSSION: The Water Department currently uses Department of Information Resources (DIR) and The Interlocal Purchasing System (TIPS) cooperative contracts to purchase technology equipment, including Hewlett-Packard manufacturer branded products, computer peripherals, software, maintenance and professional services for the Water Department. This Agreement will allow Water to receive the best value for hardware, software upgrades, training, professional services and enhancements for the Water's network, security, maintenance, and support, and allow for the addition of the Supervisory Control and Data Acquisition (SCADA) environment in Fiscal Year (FY) 25. The SCADA environment will be completely overhauled and standardized on a single software platform beginning in FY25. This Water capital project will require hardware and network security infrastructure that is compatible and consistent with the rest of the Utility's Information Technology (IT) environment, previously deployed by Sequel Data Systems. Water seeks to quickly obtain this equipment that is compatible with our current infrastructure that will protect both the Water network and servers as well as the SCADA systems while the Department transitions to the new configuration. We currently have a cooperative agreement with Sequel Data Systems in order to provide the best security, protection, maintenance and support for the Water Department network. Sequel Data Systems services are essential to protect the public water supply. This will allow Water to leverage the specific expertise of the current Vendor, Sequel Data Systems, that manages the current Utility business network and server configuration, to swiftly secure, maintain, and support the SCADA systems as well. Cooperative Contracts Expiration Dates DIR-TSO-4160 10.2.24 TIPS-210101 Sequel Data 5.31.26 DIR-CPO-4881 1.16.29 apps.cfwnet.org/cou nciI_packet/mc_review.asp? I D=32646&counciIdate=10/29/2024 1 /3 10/30/24, 8:15 AM M&C Review DIR-TSO-4331 3.12.25 D I R-CPO-4444 1.23.25 Of the $1,700,000.00, $1,200,000.00 is for the initial hardware purchases to support the SCADA capital project in the first year, and $500,000.00 annually will come from the Water IT Operating Fund. Therefore, the first year's total expenditure will equal $1,700,000.00, and each renewal year will equal $500,000.00. The hardware purchases are being funded from (City Project No. 103086). Funds are being appropriated with Mayor & Council Communication 60WATER SCADA REPL REMONT on 10/15/2024. Funding is budgeted in the W&S Rev Bonds Series 2024, W&S Capital Projects and Water & Sewer Fund for the Water Department for the purpose of funding the SCADA REPLACEMENT project. The approval of this action provides purchasing authority up to 1.7 million dollars as specified. Funding for the SCADA Replacement project are as depicted below Capital FY2025 CIP Budget Change Revised Fund Project Name Authority Appropriations (Increase/Decrease) FY2025 Name Bud et g 56019- W&S 103086 — Rev SCADA $1,875,097.00 $0.00 $1,875,097.00 Bonds REPLACEMENT Series PROJECT 2021 4:10110 W&S 103086 — 60WATER Rev SCADA $32 000,000.00 SCADA $850,500.00 $32,850,500.00 Bonds REPLACEMENT REPL Series PROJECT REMONT 2024 56002- 103086 — 60WATER W&S SCADA $791,992.00 SCADA $8,595,336.00 $9,387,328.00 Capital REPLACEMENT REPL Projects PROJECT REMONT TOTAL $34,667,089.00 $9,445,836.00 $44,112,925.00 COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. The State of Texas Department of Information Resources Cooperative and The Interlocal Purchasing System contracts have been competitively bid to increase and simplify the purchasing power of government entities. SUCCESSOR CONTRACTS — In the event that the cooperative agreement is not renewed, staff would cease making purchases at the end of the last purchase agreement coinciding with the valid cooperative agreement. If the City Council were to not appropriate funds for a future year, staff would cease making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. If the cooperative contract is extended, this Mayor & Council Communication (M&C) authorizes the City to purchase similar software and services under the extended contracts. If the cooperative contract is not extended, but a new cooperative contract is executed with Vendor with substantially similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the services under the new cooperative contract. PRICE ANALYSIS — DIR and TIPS pricing has been reviewed and compared with alternative Cooperative Contract sources and Staff determined that these DIR and TIPS contracts provide the best value. No guarantee has been made that a specific amount of hardware and/or software will be purchased. ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the City Manager in the amount up to the maximum allowed under state law and the City Code and apps.cfwnet.org/council_packet/mc_review.asp?ID=32646&councildate=10/29/2024 2/3 10/30/24, 8:15 AM M&C Review does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE - A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. AGREEMENT TERM - Upon City Council's approval this Agreement shall begin on October 3, 2024 and expire on October 2, 2025. RENEWAL OPTIONS - This Agreement may be renewed for up to four additional one-year terms at the City's option, in accordance with the DIR and/or TIPS Contracts. This action does not require City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital and operating budget, as previously appropriated, in the W&S Rev Bonds Series 2024 and W&S Capital Projects Funds for the SCADA REPLACEMENT PROJECT project and in the Water & Sewer Fund to support the approval of the above recommendation and award of the agreements. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Year Fernando Costa (6122) Chris Harder (5020) Charmaine Baylor (6629) 60SCADA Equipment FID Table (WCF 09.26.24).xlsx (CFW Internal) 60WATER NETWORK AND SCADA HARDWARE PROJECT.docx (Public) Citv of FW - Conflict of Interest[36j_pdf (CFW Internal) PBS CPN 103086.pdf (CFW Internal) Reference # Amount (Chartfield 2) apps.cfwnet.org/council_packet/mc_review.asp?ID=32646&councildate=10/29/2024 3/3 EXHIBIT A City's Terms and Conditions 1. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 1.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 2.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 2. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. 3. LIABILITY AND INDEMNIFICATION. 3.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 3.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 3.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against 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 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 City for infringement arising under this Agreement, 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 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, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation 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 software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 4. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 5. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 6. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 7. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 8. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 9. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 10. IMMIGRATION NATIONALITY ACT. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FRO ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 11. OWNERSHIP OF WO K PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 12. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 13. CHANGE IN CO ANY NAME OR 0 ERSHIP Vendor shall notify City's Contract Compliance Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 14. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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 Vendor 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 15. PROHIBITION ON BOYCOTTING ENERGY COMPANIES Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 411Y.M.WC1. Sequel Data Systems Quote Estimations SEQUEL DATA BUDGET ESTIMATIONS North and South Holly Hardware Qauntity Servers 3 $ 75,000.00 FC Switches 2 $ 28,000.00 Storage 1 $ 125,000.00 Firewalls 2 $ 28,000.00 Work Stations and Tablets 8 $ 24,000.00 10 $ 12,000.00 4 $ 20,000.00 Cyber Security Suite (All Plants) $ 50,000.00 Licensing (3yr) $ 9,000.00 $ 24,000.00 $ 12,000.00 $ 18,000.00 Pro Services (3yr All Plants) $ 100,000.00 Misc (All Plants) $ 15,000.00 $ 540,000.00 West Side Hardware Qauntity Servers 3 $ 60,000.00 FC Switches 2 $ 17,000.00 Storage 1 $ 80,000.00 Work Stations and Tablets 4 $ 12,000.00 5 $ 6,000.00 2 $ 10,000.00 Licensing (3yr) $ 9,000.00 $ 18,000.00 $ 12,000.00 $ 224,000.00 (Eagle Mountain lHardware Qauntity Servers 2 1 $ 60,000.00 FC Switches 2 $ 17,000.00 Storage 1 $ 80,000.00 Work Stations and Tablets 4 $ 12,000.00 5 $ 6,000.00 2 $ 10,000.00 Licensing (3yr) $ 9,000.00 $ 18,000.00 $ 12,000.00 $ 224,000.00 Rolling Hills Hardware Qauntity Servers 3 $ 60,000.00 FC Switches 2 $ 17,000.00 Storage 1 $ 80,000.00 Work Stations and Tablets 4 $ 12,000.00 5 $ 6,000.00 2 $ 10,000.00 Licensing (3yr) $ 9,000.00 $ 18,000.00 $ 12,000.00 $ 224,000.00 $ 1,212,000.00 Encumbured Purchases Internet Firewalls (All Plants) 4 $ 100,000.00 Horizon VDI Software for HSQ 60 $ 18,000.00 $ 118,000.00 $ 1,330,000.00 EXHIBIT C THE INTERLOCAL PURCHASING SYSTEM (TIPS) RFP 210101 TIPS VENDOR AGREEMENT Between Sequel Data Systems, Inc. and (Company Name) THE INTERLOCAL PURCHASING SYSTEM (TIPS), a Department of Texas Education Service Center Region 8 for TIPS RFP 210101 Technology Solutions, Products and Services General Information The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing System (hereinafter "TIPS") a government cooperative purchasing program authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas 75686 and the TIPS Vendor. This Agreement consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order ("PO"), Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business goals are some, but not all, of the possible addendums. Terms and Conditions Freight All quotes to Members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping, indicate by stating "No Charge", "$0", "included in price" or other similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warrantv unless otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering is included in the Request for Proposal ("RFP") category. All goods proposed and sold shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with the TIPS Member. TIPS Vendor Agreement 06022020_sr Page 1 Agreements Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the TIPS Member participating government entities, but other means of placing an order may be used at the Member's discretion. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned company. Disclosures • Vendor and TIPS affirm that he/she, or any authorized employees or agents, 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 Agreement. Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor 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 Agreement. Term of Agreement and Renewals The Agreement with TIPS is for approximately five (5) years with an option for renewal for an additional one (1) consecutive year. If TIPS offers the renewal extension year, the Vendor will be notified by email to the primary contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies TIPS of its objection to the additional term. TIPS may or may not exercise the available extension(s) provided in the original solicitation beyond the base five-year term. Whether or not to offer the extension is at the sole discretion of TIPS. "Start Date" for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for Agreement "term" calculation purposes only, the Agreement "start date" is the last day of the month that Award Notifications are anticipated as published in the Solicitation Example: If the anticipated award date published in the Solicitation is May 22, but extended negotiations delay award until June 27, The end date of the resulting initial "five-year" term Agreement, (which is subject to an extension(s)) will still be May 31, 2025. "Termination Date": The scheduled Agreement "termination date" shall be the last day of the month of the month of the Original Solicitation's Anticipated Award Date plus five years. Example: If the original term is approximately five years, and the solicitation provides an anticipated award date of May 22, 2020, the expiration date of the original five-year term shall be May 31, 2025. TIPS Vendor Agreement 06022020_sr Page 2 Extensions: Any extensions of the original term shall begin on the next day after the day the original term expires. Example Following the Previous Example: If TIPS offers a one-year extension, the expiration of the extended term shall be May 31, 2026. TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties. Invoices Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TIPS Member will make payments directly to the Vendor, the Vendor Assigned Dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to TIPS Member customer. Participation Fees and Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned TIPS Vendor Agreement 06022020_sr Page 3 Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of receipt of payment, if not more frequently. Reporting of Sales to TIPS by Vendor Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once verified, the Vendor must include the TIPS Contract number on any communications and related sales documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor Portal online at https://www.tips-usa.com/vendors form.cfm and click on the PO's and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accounting FA(Xs for more information about reporting sales and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity, Texas Education Service Center Region 8, as established by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action. Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety (90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not legally due to TIPS pursuant to this agreement and applicable law. It is the Vendor's responsibility to identify which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date of overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits by third parties for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or resulting from, Vendor's performance under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. State of Texas Franchise Tax TIPS Vendor Agreement 06022020_sr Page 4 By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order. Termination for Convenience of TIPS Agreement Only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30) days prior written notice. Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member. The awarded Vendor may terminate the agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement. TIPS Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors, such as funding sources or other needs. TIPS Member Purchasing Procedures Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and should indicate on the order that the purchase is per the applicable TIPS Agreement Number. Orders are typically emailed to TIPS at tipspo@tips-usa.com. • Awarded Vendor delivers goods/services directly to the participating member. • Awarded Vendor invoices the participating TIPS Member directly. • Awarded Vendor receives payment directly from the participating member. • Fees are due to TIPS upon payment by the Member to the Vendor. Vendor agrees to pay the participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment, from the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS. Licenses Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s) required for performance under this Agreement have expired, lapsed, are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. TIPS Vendor Agreement 06022020_sr Page 5 Novation If awarded Vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to perform this Agreement, a successor in interest must guarantee to perform all obligations under this Agreement. A simple change of name agreement will not change the Agreement obligations of awarded vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five (5) business days of the transfer of assets or rights. Site Requirements (only when applicable to service or job) Cleanup: When performing work on site at a TIPS Member's property, awarded Vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean and unobstructed condition. Preparation: Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded Vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre -installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded Vendor agrees that no employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS Member. Awarded Vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded Vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded Vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Safety Measures Awarded Vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes or policies. Marketing Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation. The Vendor may submit an acceptable use directive for Vendor's names and logos with which TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM. TIPS Vendor Agreement 06022020_sr Page 6 Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents, TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement, those agreements shall comply with the award made by TIPS to the Vendor. Supplemental Vendor's Agreement documents may not become part of TIPS' Agreement with Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement, shall survive expiration or termination of the Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding Vendor's responsibility to be aware of and comply with all local, state and federal laws governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in the time, format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Vendor Agreement 06022020_sr Page 7 TIPS Member. 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. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Titus County, Texas. Project Delivery Order Procedures The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership document, may make a request of the awarded Vendor underthis Agreement when the TIPS Member desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS Member's request as soon as possible, but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers ("Resellers") under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents. All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures TIPS Vendor Agreement 06022020_sr Page 8 and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves the right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements by either party, TIPS shall comply to the extent permitted by law. Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor's response to same and all associated documents and forms made part of the solicitation process, including any addenda, are hereby incorporated by reference into this Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fail to certify to this condition as required by Texas Government Code Sec. 2270. By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendorwill notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention: General Counsel ESC Region 8/The Interlocal Purchasing System (TIPS) 4845 Highway 271 North Pittsburg, TX,75686 And by an email sent to bids@tips-usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract Holders: General Liability $1,000,000 each Occurrence/ Aggregate TIPS Vendor Agreement 06022020_sr Page 9 Automobile Liability $300,000 Includes owned, hired & non -owned Workers' Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the Vendor or its subcontractors are liable for any damages or claims, the Vendor's policy, when the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be accepted. Vendor's required minimum coverage shall not be suspended, voided, cancelled, non -renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips- usa.com. Should a TIPS Member send an order directlyto the Vendor, it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase directly from the Vendor or through another agreement, when the Member has requested using the TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. • Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business days. • Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when effective. TIPS shall be notified when prices change in accordance with the award. • Back Ordered Products: If product is not expected to ship within the time provided to the TIPS Member by the Vendor, the Member is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here. TIPS Vendor Agreement 06022020_sr Page 10 DocuSign Envelope ID: E8456A49-743B-4389-95AA-E3B063E99B92 TIPS Vendor Agreement Signature Form RFP 210101 Technology Solutions, Products and Services Company Name Sequel Data Systems, Inc. Address 11824 Jollyville Rd. Suite 400 CityAustin State TX Zip 78759 Phone512-918-8841 Fax 512-519-7868 Email of Authorized Representative amy.case@sequeldata.com Name of Authorized Representative Amy Case Title President and Treasurer D—Signed by: Signature of Authorized Representative[",' last, s,17AE i =3AMC D... Date 2/25/2021 TIPS Authorized Representative Name Meredith Barton Title Chief Operatinq Officer TIPS Authorized Representative Signature WIC Approved by ESC Region 8 '4M,4 4,-re, g4i' Date 5-13-2021 NOTICE TO MEMBERS REGARDING ATTRIBUTE RESPONSES TIPS VENDORS RESPOND TO ATTRIBUTE QUESTIONS AS PART OF TIPS COMPETITIVE SOLICITATION PROCESS. THE VENDOR'S RESPONSES TO ATTRIBUTE QUESTIONS ARE INCLUDED HEREIN AS "SUPPLIER RESPONSE." PLEASE BE ADVISED THAT DEVIATIONS, IF ANY, IN VENDOR'S RESPONSE TO ATTRIBUTE QUESTIONS MAY NOT REFLECT VENDOR'S FINAL ATTRIBUTE RESPONSE, WHICH IS SUBJECT TO NEGOTIATIONS PRIOR TO AWARD. PLEASE CONTACT THE TIPS OFFICE AT 866-839- 8477 WITH QUESTIONS OR CONCERNS REGARDING VENDOR ATTRIBUTE RESPONSE DEVIATIONS. PLEASE KEEP IN MIND THAT TIPS DOES NOT PROVIDE LEGAL COUNSEL TO MEMBERS. TIPS RECOMMENDS THAT YOU CONSULT YOUR LEGAL COUNSEL WHEN EXECUTING CONTRACTS WITH OR MAKING PURCHASES FROM TIPS VENDORS. lk 210101 Sequel Data Systems Supplier Response Event Information Number: 210101 Title: Technology Solutions, Products and Services Type: Request for Proposal Issue Date: 1 /7/2021 Deadline: 2/26/2021 03:00 PM (CT) Notes: IF YOU ALREADY HOLD TIPS CONTRACT 200105 TECHNOLOGY SOLUTIONS, PRODUCTS AND SERVICES ("200105"). YOU DO NOT NEED TO RESPOND TO THIS SOLICITATION UNLESS YOU WISH TO REPLACE 200105 AT THIS TIME. IF YOU HOLD 200105, CHOOSE TO RESPOND HEREIN, AND ARE AWARDED ON THIS CONTRACT, YOUR 200105 WILL BE TERMINATED AND REPLACED BY THIS CONTRACT. IF YOU HOLD ANY OF THE FOLLOWING TIPS CONTRACTS AND YOU DO NOT HOLD 200105 OR WISH TO REPLACE 200105 AT THIS TIME, PER TIPS PRIOR NOTIFICATION, YOU MUST RESPOND TO THIS SOLICITATION BECAUSE YOUR SPECIFIC CONTRACT IS BEING CONSOLIDATED INTO OR REPLACED BY THIS CONTRACT. Page 1 of 26 pages Vendor: Sequel Data. Systems 210101 TIPS 181204 Notification Systems TIPS 181201 Data Backup Disaster Recovery TIPS 181203 Management Software and Services TIPS 180701 Distance Learning Services and Hardware TIPS 170904 Managed Print Services TIPS 180503 Software TIPS 181102 Internet & Network Security TIPS 180306 Technology Solutions, Products and Services (2) TIPS 190302 Technology Solutions, Products and Services (3) TIPS RESERVES THE RIGHT TO ISSUE, REBID, OR CANCEL ANY PLANNED SOLICITATIONS AT ANY TIME AS NECESSARY FOR THE NEEDS OF TIPS, TIPS VENDORS, AND TIPS MEMBERS. Contact Information Address: Region 8 Education Service Center 4845 US Highway 271 North Pittsburg, TX 75686 Phone: +1 (866) 839-8477 Email: bids@tips-usa.com Page 2 of 26 pages Vendor: Sequel Data. Systems 210101 Sequel Data Systems Information Contact: Chris Case Address: 11824 Jollyville Rd Suite 400 Austin, TX 78759 Phone: (512) 918-8841 Fax: (512) 519-7868 Email: chris.case@sequeldata.com By submitting your response, you certify that you are authorized to represent and bind your company. Jonathan Clifton Signature Submitted at 212612021 1:34:28 PM Requested Attachments Vendor Agreement jonathan.clifton@sequeldata.com Email 210101_Vendor Agreement.pdf The vendor must download the Vendor Agreement from the attachment tab, fill in the requested information and upload the completed agreement. DO NOT UPLOAD encrypted or password protected files. Agreement Signature Form 210101_Agreement_Signature_Form.pdf If you have not taken exception or deviation to the agreement language in the solicitation attributes, download the AGREEMENT SIGNATURE FORM from the "ATTACHMENTS" tab. This PDF document is a fillable form. Download the document to your computer, fill in the requested company information, print the file, SIGN the form, SCAN the completed and signed AGREEMENT SIGNATURE FORM, and upload here. If you have taken exception to any of the agreement language and noted the exception in the deviations section of the attributes for the agreement, complete the AGREEMENT SIGNATURE FORM, but DO NOT SIGN until those deviations have been negotiated and resolved with TIPS management. Upload the unsigned form here, because this is a required document. Pricing Form 1 210101_Pricing_Form_l .xlsx The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Pricing Form 2 2101 01_Prici ng_Form_2.xlsx The vendor must download the PRICING SPREADSHEET SHEET from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Reference Form Reference_Form.xls The vendor must download the References spreadsheet from the attachment tab, fill in the requested information and upload the completed spreadsheet. DO NOT UPLOAD encrypted or password protected files. Proposed Goods and Services TIPS Sequel Product and Services Offering v2.pdf Please upload one or more documents or sheets describing your offerings, line cards, catalogs, links to offerings OR list links to your offerings that illustrate the catalog of proposed lines of goods and or services you carry and offer under this proposal. It does not have to be exhaustive but should, at a minimum tell us what you are offering. It could be as simple as a sheet with your link to your online catalog of goods and services. Page 3 of 26 pages Vendor: Sequel Data. Systems 210101 D/M/WBE Certification OPTIONAL No response D/M/WBE Certification documentation may be scanned and uploaded if you desire to claim your status as one of the identified enterprises. (Disadvantaged Business Enterprise, Minority Business Enterprise and/or Woman Business Enterprise) If vendor has more than one certification scan into one document. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Warranty Product Warranty.xlsx Warranty information (if applicable) must be scanned and uploaded. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Supplementary SDS Service Booklet Combined.pdf Supplementary information may be scanned and uploaded. (Company information, brochures, catalogs, etc.) (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. All Other Certificates No response All Other Certificates (if applicable) must be scanned and uploaded. If vendor has more than one other certification scan into one document. (PDF Format ONLY) DO NOT UPLOAD encrypted or password protected files. Logo and Other Company Marks Sequel -Data -Regular Logo.png If you desire, please upload your company logo to be added to your individual profile page on the TIPS website. If any particular specifications are required for use of your company logo, please upload that information under the Supplementary section or another non -required section under the "Response Attachment" tab. Preferred Logo Format: 300 x 225 px - .png, .eps, .jpeg preferred Conflict of Interest Form CIQ- ONLY REQUIRED IF A CONFLICT EXISTS PER THE No response INSTRUCTIONS ONLY REQUIRED IF A CONFLICT EXISTS PER THE INSTRUCTIONS Conflict of Interest Form for Vendors that are required to submit the form. The Conflict of Interest Form is included in the Base documents or can be found at https://www.tips-usa.com/assets/documents/docs/CIQ.pdf. Certification of Corporate Offerer Form- CERTIFICATION_OF_CORPORATE_OFFERER_FORM.pdf COMPLETE ONLY IF OFFERER IS A CORPORATION COMPLETE AND UPLOAD FORM IN ATTACHMENTS SECTION ONLY IF OFFERER IS A CORPORATION Disclosure of Lobbying Activities Standard Form LLL No response ONLY IF you answered "I HAVE Lobbied per above" to attribute #66, please download and complete and upload the Standard Form-LLL, "disclosure Form to Report Lobbying," in the Response attachments section. Confidentiality Claim Form 210101—CON FIDENTIALITY CLAIM_FORM.pdf REQUIRED CONFIDENTIALITY FORM. Complete the form according to your company requirements, make any desired attachments and upload to the appropriate section under "Response Attachments" THIS FORM DETERMINES HOW ESC8/TIPS RESPONDS TO LEGAL PUBLIC INFORMATION REQUESTS. Current W-9 Tax Form Sequel Data W9 2021.pdf You are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form will be utilized by TIPS to properly identify your entity. Additionally, if not designated "Confidential" in your proposal response, this W-9 may be accessed by TIPS Members for the purpose of making TIPS purchases from you in the event that you are awarded. If you wish to designate your required W-9 confidential, please do so according to the terms of the Confidentiality Claim Form which is an attachment to this solicitation. Page 4 of 26 pages Vendor: Sequel Data. Systems 210101 Bid Attributes Yes - No Disadvantaged/Minority/Women Business Enterprise - D/M/WBE (Required by some participating governmental entities) Vendor certifies that their firm is a D/M/WBE? Vendor must upload proof of certification to the "Response Attachments" D/M/WBE CERTIFICATES section. NO 21Yes -No Historically Underutilized Business - HUB (Required by some participating governmental entities) Vendor certifies that their firm is a HUB as defined by the State of Texas at https://comptroller.texas.gov/purchasing/vendor/hub/ or in a HUBZone as defined by the US Small Business Administration at https://www.sba.gov/offices/headquarters/ohp Proof of one or both may be submitted. Vendor must upload proof of certification to the "Response Attachments" HUB CERTIFICATES section. INo 31Yes -No The Vendor can provide services and/or products to all 50 US States? IYes 4 1 States Served: If answer is NO to question #3, please list which states can be served. (Example: AR, OK, TX) Texas, Oklahoma, Louisiana, Arkansas Company and/or Product Description: This information will appear on the TIPS website in the company profile section, if awarded a TIPS contract. (Limit 750 characters.) Sequel Data Systems is located just north of Austin Texas, where we dream big, work hard, and give our hearts to everything we do. Established in 1986 as a Digital Equipment Corporation VAR, we have grown to become one of the largest enterprise -focused Value -Added Reseller and IT Consulting firms in Texas. We also have a professional services team that delivers the intangible project benefits of customer service, communication, and great relationships with most hardware and software vendors. This means you'll experience a high level of support from us while also leveraging great relationships with software and hardware vendors to get the attention your project needs. 6 Primary Contact Name Primary Contact Name Jonathan Clifton 7 Primary Contact Title Primary Contact Title VP of Sales & Operations 8 I Primary Contact Email Primary Contact Email Ijonathan.clifton@sequeldata.com Page 5 of 26 pages Vendor: Sequel Data. Systems 210101 9 Primary Contact Phone Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51291888411 1 Primary Contact Fax 0 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51251978681 1 Primary Contact Mobile 1 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51274023171 1 Secondary Contact Name 2 Secondary Contact Name Chris Case 1 Secondary Contact Title 3 Secondary Contact Title CTO 1 Secondary Contact Email 4 Secondary Contact Email chris.case@sequeldata.com 1 Secondary Contact Phone 5 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51291888411 1 Secondary Contact Fax 6 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51251978681 1 Secondary Contact Mobile 7 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 51273123821 1 Admin Fee Contact Name 8 Admin Fee Contact Name. This person is responsible for paying the admin fee to TIPS. Amy Case Page 6 of 26 pages Vendor: Sequel Data. Systems 210101 1 Admin Fee Contact Email 9 Admin Fee Contact Email accounting@sequeldata.com 2 Admin Fee Contact Phone U Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 1 51291888411 2 Purchase Order Contact Name 1 Purchase Order Contact Name. This person is responsible for receiving Purchase Orders from TIPS. Jonathan Clifton 2 Purchase Order Contact Email 2 Purchase Order Contact Email Ijonathan.clifton@sequeldata.com 2 Purchase Order Contact Phone 3 Enter 10 digit phone number. (No dashes or extensions) Example: 8668398477 1 51291888411 2 Company Website 4 Company Website (Format - www.company.com) www.sequeldata.com I 2 Federal ID Number 5 Federal ID Number also known as the Employer Identification Number (EIN). Numeric only. (Format: 123456789) 1742678386 1 2 Primary Address 6 Primary Address 111824 Jollyville Rd, Suite 400 2 Primary Address City 7 Primary Address City j Austi n 2 Primary Address State 8 Primary Address State (2 Digit Abbreviation) ITx 2 Primary Address Zip 9 Primary Address Zip 178759 Page 7 of 26 pages Vendor: Sequel Data. Systems 210101 3 Search Words: U Please list search words to be posted in the TIPS database about your company that TIPS website users might search. Words may be product names, manufacturers, or other words associated with the category of award. YOU MAY NOT LIST NON -CATEGORY ITEMS. (Limit 500 words) (Format: product, paper, construction, manufacturer name, etc.) Server, Storage, Networking, Security, Virtualization, Computer, Desktop, Laptop, Dell, HPE, Microsoft, Services, IT, VMware, Veeam, Zerto, Cyren, StorMagic, Arctic Wolf, Email, Internet, Web, Firewall, Fortinet, 0365, Back Up, Virtual Desktop, DMARC 3 Do you want TIPS Members to be able to spend Federal grant funds with you if awarded? Is it your intent to be able to sell to our members regardless of the fund source, whether it be local, state or federal? Most of our members receive Federal Government grants and they make up a significant portion of their budgets. The Members need to know if your company is willing to sell to them when they spend federal budget funds on their purchase. There are attributes that follow that include provisions from the federal regulations in 2 CFR part 200. Your answers will determine if your award will be designated as Federal or Education Department General Administrative Regulations (EDGAR) compliant. Do you want TIPS Members to be able to spend Federal grant funds with you if awarded and is it your intent to be able to sell to TIPS Members regardless of the fund source, whether it be local, state or federal? Yes 3 Yes - No 2 Certification of Residency (Required by the State of Texas) The vendor's ultimate parent company or majority owner: (A) has its principal place of business in Texas; OR (B) employs at least 500 persons in Texas? This question is required as a data gathering function for information to our members making purchases with awarded vendors. It does not affect scoring with TIPS. Yes 3 Company Residence (City) 3 Vendor's principal place of business is in the city of? Austin 3 Company Residence (State) 4 Vendor's principal place of business is in the state of? Texas Page 8 of 26 pages Vendor: Sequel Data. Systems 210101 3 5 Discount Offered - CAUTION READ CAREFULLY BECAUSE VENDORS FREQUENTLY MAKE MISTAKES ON THIS ATTRIBUTE QUESTION 3 6 3 7 3 8 Remember this is a MINIMUM discount percentage. So, be sure that the discount percentage inserted here can be applied to ANY OFFERING OF GOODS OR SERVICES THROUGHOUT THE LIFE OF THE CONTRACT CAUTION: BE CERTAIN YOU CAN HONOR THIS MINIMUM DISCOUNT PERCENTAGE ON ANY OFFERED SERVICE OR GOOD NOW OR DURING THE LIFE OF THE CONTRACT. What is the MINIMUM percentage discount off of any item or service you offer to TIPS Members that is in your regular catalog (as defined in the solicitation specifications document), website, store or shelf pricing or when adding new goods or services to your offerings during the life of the contract? The resulting price of any goods or services Catalog list prices after this discount is applied is a ceiling on your pricing and not a floor because, in order to be more competitive in the individual circumstance, you may offer a larger discount depending on the items or services purchased and the quantity at time of sale. Must answer with a number between 0% and 100%. 1 5%1 Yes - No For the duration of the Contract, Vendor agrees to provide catalog pricing, as defined in the solicitation and below, to TIPS upon request for any goods and services offered on the Vendor's TIPS Contract. "Catalog" means the available list of tangible personal property or services, in the most current listing, regardless of date, during the life of the contract, that takes the form of a catalog, price list, schedule, shelf price or other form that: A. is regularly maintained by the manufacturer or Vendor of an item; and B. is either published or otherwise available for inspection by a customerduring the purchase process; C. to which the minimum discount proposed by the proposing Vendor maybe applied. Yes TIPS Administration Fee By submitting a proposal, I agree that all pricing submitted to TIPS shall include the Administration Fee, as designated in the solicitation or as otherwise agreed in writing which shall be remitted to TIPS by the Vendor, or the vendor's named resellers, and as agreed to in the Vendor Agreement. I agree that the fee shall not and will not be added by the Vendor as a separate line item on a TIPS member invoice, quote, proposal or any other written communications with the TIPS member. Yes - No Vendor agrees to remit to TIPS the required administration fee or, if resellers are named, Vendor agrees to guarantee the fee remittance by or for the reseller named by the vendor? TIPS/ESC Region 8 is required by Texas Government Code § 791 to be compensated for its work and thus, failure to agree shall render your response void and it will not be considered. j Agreed 3 Yes -No 9 Do you offer additional discounts to TIPS members for large order quantities or large scope of work? Yes Page 9 of 26 pages Vendor: Sequel Data. Systems 210101 4 Years experience in category of goods or services U Company years experience in this category of goods or services? This is an evaluation criterion worth a maximum of 10 points. See RFP for more information. 1 301 4 Resellers: Does the vendor have resellers that it will name under this contract? Resellers are defined as other companies that sell your products under an agreement with you, the awarded vendor of TIPS. EXAMPLE: BIGmart is a reseller of ACME brand televisions. If ACME were a TIPS awarded vendor, then ACME would list BIGmart as a reseller. (If applicable, Vendor should add all Authorized Resellers within the TIPS Vendor Portal upon award). INo 4 Pricing discount percentage are guaranteed for? 2 Does the vendor agrees to honor the proposed pricing discount percentage off regular catalog (as defined in the RFP document), website, store or shelf pricing for the term of the award? IYES 4 Right of Refusal 3 Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS member at vendor's discretion? Yes 4 NON -COLLUSIVE BIDDING CERTIFICATE 4 By submission of this bid or proposal, the Bidder certifies that: 1) This bid or proposal has been independently arrived at without collusion with any other Bidder or with any Competitor; 2) This bid or proposal has not been knowingly disclosed and will not be knowingly disclosed, prior to the opening of bids, or proposals for this project, to any other Bidder, Competitor or potential competitor: 3) No attempt has been or will be made to induce any other person, partnership or corporation to submit or not to submit a bid or proposal; 4) The person signing this bid or proposal certifies that he has fully informed himself regarding the accuracy of the statements contained in this certification, and under the penalties being applicable to the Bidder as well as to the person signing in its behalf. Not a negotiable term. Failure to agree will render your proposal non -responsive and it will not be considered. Page 10 of 26 pages Vendor: Sequel Data. Systems 210101 4 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ - Do you have any CONFLICT OF INTEREST 5 TO REPORT OR DISCLOSE under this statutory requirement? Do you have any CONFLICT OF INTEREST TO REPORT OR DISCLOSE under this statutory requirement? YES or NO If you have a conflict of interest as described in this form or the Local Government Code Chapter 176, cited therein - you are required to complete and file with TIPS. You may find the Blank CIQ form on our website at: Copy and Paste the following link into a new browser or tab: https://www.tips-usa.com/assets/documents/docs/CIQ.pdf There is an optional upload for this form provided if you have a conflict and must file the form. INo I 4 Filing of Form CIQ 6 If yes (above), have you filed a form CIQ by uploading the form to this RFP as directed above? INo I 4 Regulatory Standing 7 1 certify to TIPS for the proposal attached that my company is in good standing with all governmental agencies Federal or state that regulate any part of our business operations. If not, please explain in the next attribute question. Yes 4 Regulatory Standing 8 Regulatory Standing explanation of no answer on previous question. No response 4 9 Antitrust Certification Statements (Tex. Government Code § 2155.005) By submission of this bid or proposal, the Bidder certifies that: I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Page 11 of 26 pages Vendor: Sequel Data. Systems 210101 5 0 Suspension or Debarment Instructions Instructions for Certification: 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participants," "person," "primary covered transaction," "principal," "proposal" and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. Page 12 of 26 pages Vendor: Sequel Data. Systems 210101 5 1 5 2 Suspension or Debarment Certification By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. By answering yes, you certify that no federal suspension or debarment is in place, which would preclude receiving a federally funded contract as described above. Yes Non -Discrimination Statement and Certification In accordance with Federal civil rights law, all U.S. Departments, including the U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA (not all bases apply to all programs). Remedies and complaint filing deadlines vary by program or incident. Persons with disabilities who require alternative means of communication for program information (e.g., Braille, large print, audiotape, American Sign Language, etc.) should contact the responsible Agency or USDA's TARGET Center at (202) 720-2600 (voice and TTY) or contact USDA through the Federal Relay Service at (800) 877-8339. Additionally, program information may be made available in languages other than English. To file a program discrimination complaint, complete the USDA Program Discrimination Complaint Form, AD-3027, found online at How to File a Program Discrimination Complaint and at any USDA office or write a letter addressed to USDA and provide in the letter all of the information requested in the form. To request a copy of the complaint form, call (866) 632-9992. Submit your completed form or letter to USDA by: (1) mail: U.S. Department of Agriculture, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, SW, Washington, D.C. 20250-9410; (2) fax: (202) 690-7442; or (3) email: program.intake@usda.gov. (Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement— Nutrition Programs and Activities) All U.S. Departments, including the USDA are equal opportunity provider, employer, and lender. Not a negotiable term. Failure to agree by answering YES will render your proposal non -responsive and it will not be considered. I certify that in the performance of a contract with TIPS or its members, that our company will conform to the foregoing anti -discrimination statement and comply with the cited and all other applicable laws and regulations. Yes Page 13 of 26 pages Vendor: Sequel Data. Systems 210101 5 2 CFR PART 200 Contract Provisions Explanation 3 Required Federal contract provisions of Federal Regulations for Contracts for contracts with ESC Region 8 and TIPS Members: The following provisions are required to be in place and agreed if the procurement is funded in any part with federal funds. The ESC Region 8 and TIPS Members are the subgrantee or Subrecipient by definition. Most of the provisions are located in 2 CFR PART 200 - Appendix II to Part 200—Contract Provisions for Non -Federal Entity Contracts Under Federal Awards at 2 CFR PART 200. Others are included within 2 CFR part 200 et al. In addition to other provisions required by the Federal agency or non -Federal entity, all contracts made by the non - Federal entity under the Federal award must contain provisions covering the following, as applicable. 5 2 CFR PART 200 Contracts 4 Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Notice: Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. Does vendor agree? Yes 5 2 CFR PART 200 Termination 5 Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes Page 14 of 26 pages Vendor: Sequel Data. Systems 210101 2 CFR PART 200 Clean Air Act 5 6 5 7 5 8 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended —Contracts and subgrants of amounts in excess of $250,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Pursuant to the Clean Air Act, et al above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires that the proposer certify that during the term of an award by the ESC Region 8 and TIPS Members resulting from this procurement process the vendor agrees to comply with all of the above regulations, including all of the terms listed and referenced therein. Does vendor agree? Yes I 2 CFR PART 200 Byrd Anti -Lobbying Amendment Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that during the term and during the life of any contract with ESC Region 8 and TIPS Members resulting from this procurement process the vendor certifies to the terms included or referenced herein. Does vendor agree? Yes 2 CFR PART 200 Federal Rule Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $250,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify that it is in compliance with the Clean Air Act? Yes Page 15 of 26 pages Vendor: Sequel Data. Systems 210101 5 2 CFR PART 200 Procurement of Recovered Materials 9 A non -Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Does vendor certify that it is in compliance with the Solid Waste Disposal Act as described above? Yes I 6 2 CFR PART 200 Rights to Inventions 0 If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes I 6 2 CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non -Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer -based products such as polyvinyl chloride pipe, aggregates such as concrete, class, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes I Page 16 of 26 pages Vendor: Sequel Data. Systems 210101 6 2 CFR PART 200 Ban on Foreign Telecommunications 2 Federal grant funds may not be used to purchase equipment, services, or systems that use "covered telecommunications" equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. "Covered telecommunications" means purchases from Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities), and video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that Vendor will not purchase equipment, services, or systems that use "covered telecommunications", as defined by 2 CFR §200.216 equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Does vendor agree? Yes 1 6 Certification Regarding Lobbying 3 Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered subawards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. I HAVE NOT Lobbied per above 6 If you answered "I HAVE lobbied" to the above Attribute Question 4 If you answered "I HAVE lobbied" to the above Attribute question, you must download the Lobbying Report "Standard From LLL, disclosure Form to Report Lobbying" which includes instruction on completing the form, complete and submit it in the Response Attachments section as a report of the lobbying activities you performed or paid others to perform. Page 17 of 26 pages Vendor: Sequel Data. Systems 210101 6 Subcontracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus 5 Area Firms. Do you ever anticipate the possibility of subcontracting any of your work under this award if you are successful? IF NO, DO NOT ANSWER THE NEXT ATTRIBUTE QUESTION.. IF YES, and ONLY IF YES, you must answer the next question YES if you want a TIPS Member to be authorized to spend Federal Grant Funds for Procurement. NO 6 ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your 6 performance under the TIPS Agreement, do you agree to comply with the following federal requirements? ONLY IF YES TO THE PREVIOUS QUESTION OR if you ever do subcontract any part of your performance under the TIPS Agreement, do you agree to comply with the following federal requirements? Federal Regulation 2 CFR §200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a)The non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce ; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1) through (5) of this section. No response I Page 18 of 26 pages Vendor: Sequel Data. Systems 210101 Indemnification 6 7 6 8 The ESC Region 8 and TIPS is a Texas Political Subdivision and a local governmental entity; therefore, is prohibited from indemnifying third parties pursuant to the Texas Constitution (Article 3, Section 52) except as specifically provided by law or as ordered by a court of competent jurisdiction. A provision in a contract to indemnify or hold a party harmless is a promise to pay for any expenses the indemnified party incurs, if a specified event occurs, such as breaching the terms of the contract or negligently performing duties under the contract. Article III, Section 49 of the Texas Constitution states that "no debt shall be created by or on behalf of the State ... " The Attorney General has counseled that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Contract clauses which require the System or institutions to indemnify must be deleted or qualified with "to the extent permitted by the Constitution and Laws of the State of Texas." Liquidated damages, attorney's fees, waiver of vendor's liability, and waiver of statutes of limitations clauses should also be deleted or qualified with "to the extent permitted by the Constitution and laws of State of Texas." Not a negotiable term. Failure to agree will render your proposal non -responsive and it will not be considered. Do you agree to these terms? Yes Remedies The parties shall be entitled to exercise any right or remedy available to it either at law or in equity, subject to the choice of law, venue and service of process clauses limitations agreed herein. Nothing in this agreement shall commit the TIPS to an arbitration resolution of any disagreement under any circumstances. Any Claim arising out of or related to the Contract, except for those specifically waived under the terms of the Contract, may, after denial of the Board of Directors, be subject to mediation at the request of either party. Any issues not resolved hereunder MAY be referred to non -binding mediation to be conducted by a mutually agreed upon mediator as a prerequisite to the filing of any lawsuit over such issue(s). The parties shall share the mediator's fee and any associated filing fee equally. Mediation shall be held in Camp or Titus County, Texas. Agreements reached in mediation shall be reduced to writing, and will be subject to the approval by the District's Board of Directors, signed by the Parties if approved by the Board of Directors, and, if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Do you agree to these terms? Yes, I Agree 6 Remedies Explanation of No Answer 9 No response Page 19 of 26 pages Vendor: Sequel Data. Systems 210101 7 Choice of Law U The agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. THIS DOES NOT APPLY to a vendor's agreement entered into with a TIPS Member, as the Member may be located outside Texas. Do you agree to these terms? Agreed I 7 Venue, Jurisdiction and Service of Process Any proceeding, involving Region 8 ESC or TIPS, arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Any dispute resolution process other than litigation shall have venue in Camp County or Titus County Texas. Do you agree to these terms? Agreed 7 Infringement(s) 2 The successful vendor will be expected to indemnify and hold harmless the TIPS and its employees, officers, agents, representatives, contractors, assignees and designees from any and all third party claims and judgments involving infringement of patent, copyright, trade secrets, trade or service marks, and any other intellectual or intangible property rights attributed to or claims based on the Vendor's proposal or Vendor's performance of contracts awarded and approved. Do you agree to these terms? Yes, I Agree I 7 Infringement(s) Explanation of No Answer 3 I No response 7 Contract Governance 4 Any contract made or entered into by the TIPS is subject to and is to be governed by Section 271.151 et seq, Tex Loc Gov't Code. Otherwise, TIPS does not waive its governmental immunities from suit or liability except to the extent expressly waived by other applicable laws in clear and unambiguous language. Yes I Page 20 of 26 pages Vendor: Sequel Data. Systems 210101 7 Payment Terms and Funding Out Clause 5 Payment Terms: TIPS or TIPS Members shall not be liable for interest or late payment fees on past -due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding Out Clause: Vendor agrees to abide by the laws and regulations, including Texas Local Government Code § 271.903, or any statutory or regulatory limitations of the jurisdiction of any TIPS Member which governs contracts entered into by the Vendor and TIPS or a TIPS Member that requires all contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. See statute(s) for specifics or consult your legal counsel. Not a negotiable term. Failure to agree will render your proposal non -responsive and it will not be considered. Do you agree to these terms? Yes I 7 Insurance and Fingerprint Requirements Information 6 Insurance If applicable and your staff will be on TIPS member premises for delivery, training or installation etc. and/or with an automobile, you must carry automobile insurance as required by law. You may be asked to provide proof of insurance. Finaerorint It is possible that a vendor may be subject to Chapter 22 of the Texas Education Code. The Texas Education Code, Chapter 22, Section 22.0834. Statutory language may be found at: http://www.statutes.legis.state.tx.us/ If the vendor has staff that meet both of these criterion: (1) will have continuing duties related to the contracted services; and (2) has or will have direct contact with students Then you have "covered" employees for purposes of completing the attached form. TIPS recommends all vendors consult their legal counsel for guidance in compliance with this law. If you have questions on how to comply, see below. If you have questions on compliance with this code section, contact the Texas Department of Public Safety Non -Criminal Justice Unit, Access and Dissemination Bureau, FAST -FACT at NCJU@txdps.state.tx.us and you should send an email identifying you as a contractor to a Texas Independent School District or ESC Region 8 and TIPS. Texas DPS phone number is (512) 424-2474. See form in the next attribute to complete entitled: Texas Education Code Chapter 22 Contractor Certification for Contractor Employees Page 21 of 26 pages Vendor: Sequel Data. Systems 210101 Texas Education Code Chapter 22 Contractor Certification for Contractor Employees 7 7 Introduction: Texas Education Code Chapter 22 requires entities that contract with school districts to provide services to obtain criminal history record information regarding covered employees. Contractors must certify to the district that they have complied. Covered employees with disqualifying criminal histories are prohibited from serving at a school district. Definitions: Covered employees: Employees of a contractor or subcontractor who have or will have continuing duties related to the service to be performed at the District and have or will have direct contact with students. The District will be the final arbiter of what constitutes direct contact with students. Disqualifying criminal history: Any conviction or other criminal history information designated by the District, or one of the following offenses, if at the time of the offense, the victim was under 18 or enrolled in a public school: (a) a felony offense under Title 5, Texas Penal Code; (b) an offense for which a defendant is required to register as a sex offender under Chapter 62, Texas Code of Criminal Procedure; or (c) an equivalent offense under federal law or the laws of another state. I certify that: NONE (Section A) of the employees of Contractor and any subcontractors are covered employees, as defined above. If this box is checked, I further certify that Contractor has taken precautions or imposed conditions to ensure that the employees of Contractor and any subcontractor will not become covered employees. Contractor will maintain these precautions or conditions throughout the time the contracted services are provided. OR SOME (Section B) or all of the employees of Contractor and any subcontractor are covered employees. If this box is checked, I further certify that: (1) Contractor has obtained all required criminal history record information regarding its covered employees. None of the covered employees has a disqualifying criminal history. (2) If Contractor receives information that a covered employee subsequently has a reported criminal history, Contractor will immediately remove the covered employee from contract duties and notify the District in writing within 3 business days. (3) Upon request, Contractor will provide the District with the name and any other requested information of covered employees so that the District may obtain criminal history record information on the covered employees. (4) If the District objects to the assignment of a covered employee on the basis of the covered employee's criminal history record information, Contractor agrees to discontinue using that covered employee to provide services at the District. Noncompliance or misrepresentation regarding this certification may be grounds for contract termination. None Page 22 of 26 pages Vendor: Sequel Data. Systems 210101 Texas Business and Commerce Code § 272 Requirements as of 9-1-2017 7 8 7 9 8 0 SB 807 prohibits construction contracts to have provisions requiring the contract to be subject to the laws of another state, to be required to litigate the contract in another state, or to require arbitration in another state. A contract with such provisions is voidable. Under this new statute, a "construction contract" includes contracts, subcontracts, or agreements with (among others) architects, engineers, contractors, construction managers, equipment lessors, or materials suppliers. "Construction contracts" are for the design, construction, alteration, renovation, remodeling, or repair of any building or improvement to real property, or for furnishing materials or equipment for the project. The term also includes moving, demolition, or excavation. BY RESPONDING TO THIS SOLICITATION, AND WHEN APPLICABLE, THE PROPOSER AGREES TO COMPLY WITH THE TEXAS BUSINESS AND COMMERCE CODE § 272 WHEN EXECUTING CONTRACTS WITH TIPS MEMBERS THAT ARE TEXAS GOVERNMENT ENTITIES. Texas Government Code 2270 Verification Form Texas Government Code 2270 Verification Form If (a) Vendor is not a sole proprietorship; (b) Vendor has ten (10) or more full-time employees; and (c) this Agreement has a value of $100,000 or more, the following certification shall apply; otherwise, this certification is not required. Pursuant to Chapter 2270 of the Texas Government Code, the Vendor hereby certifies and verifies that neither the Vendor, nor any affiliate, subsidiary, or parent company of the Vendor, if any (the "Vendor Companies"), boycotts Israel, and the Vendor agrees that the Vendor and Vendor Companies will not boycott Israel during the term of this Agreement. For purposes of this Agreement, the term "boycott" shall mean and include refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with Israel, or with a person or entity doing business in Israel or in an Israeli - controlled territory, but does not include an action made for ordinary business purposes. Our entity further certifies that it is is not listed on and we do not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf I swear and affirm that the above is true and correct. IYES Logos and other company marks Please upload your company logo to be added to your individual profile page on the TIPS website. If any particular specifications are required for use of your company logo, please upload that information under the "Logo and Other Company Marks" section under the "Response Attachment" tab. Preferred Logo Format: 300 x 225 px - .png, .eps, .jpeg preferred Potential uses of company logo: * Your Vendor Profile Page of TIPS website * Potentially on TIPS website scroll bar for Top Performing Vendors * TIPS Quarterly eNewsletter sent to TIPS Members * Co -branding Flyers and or email blasts to our TIPS Members (Permission and approval will be obtained before publishing) Page 23 of 26 pages Vendor: Sequel Data. Systems 210101 8 Solicitation Deviation/Compliance Does the vendor agree with the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation? Yes 8 2 Solicitation Exceptions/Deviations Explanation If the bidder intends to deviate from the General Conditions Standard Terms and Conditions or Item Specifications listed in this proposal invitation, all such deviations must be listed on this attribute, with complete and detailed conditions and information included or attached. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any bid based upon any deviations indicated below or in any attachments or inclusions. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Standard Terms and Conditions, Item Specifications, and all other information contained in this Solicitation. No response 8 Agreement Deviation/Compliance 3 Does the vendor agree with the language in the Vendor Agreement? Yes 8 4 8 5 Agreement Exceptions/Deviations Explanation If the proposing Vendor desires to deviate form the Vendor Agreement language, all such deviations must be listed on this attribute, with complete and detailed conditions and information included. TIPS will consider any deviations in its proposal award decisions, and TIPS reserves the right to accept or reject any proposal based upon any deviations indicated below. In the absence of any deviation entry on this attribute, the proposer assures TIPS of their full compliance with the Vendor Agreement. No response Felony Conviction Notice Texas Education Code, Section 44.034, Notification of Criminal History, Subsection (a), states "a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony." Subsection (b) states "a school district may terminate a contract with a person or business entity if the district determines that the person or business entity failed to give notice as required by Subsection (a) or misrepresented the conduct resulting in the conviction. The district must compensate the person or business entity for services performed before the termination of the contract." (c) This section does not apply to a publicly held corporation. The person completing this proposal certifies that they are authorized to provide the answer to this question. Select A., B. or C. A. My firm is a publicly held corporation; therefore, this reporting requirement is not applicable. OR B.My firm is not owned nor operated by anyone who has been convicted of a felony, OR C. My firm is owned or operated by the following individual(s) who has/have been convicted of a felony. (if you answer C below, you are required to provide information in the next attribute. B. Firm not owned nor operated by felon; per above Page 24 of 26 pages Vendor: Sequel Data. Systems 210101 8 6 If you answered C. My Firm is owned or operated by a felon to the previous question, you are REQUIRED TO ANSWER THE FOLLOWING QUESTIONS. If you answered C. My Firm is owned or operated by a felon to the previous question, you must provide the following information. 1. Name of Felon(s) 2. The named person's role in the firm, and 3. Details of Conviction(s). No response 8 Long Term Cost Evaluation Criterion # 4. 7 READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question I 8 Required Confidentiality Claim Form 8 Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the "Attachments" section, complete according to the instructions on the form, then uploading the completed form, with any confidential attachments, if applicable, to the "Response Attachments" section titled "Confidentiality Form" in order to provide to TIPS the completed form titled, "CONFIDENTIALITY CLAIM FORM". By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Rick Powell at TIPS at rick. Dowel I(0)tios-usa.com 8 Choice of Law clauses with TIPS Members 9 If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect. Agreed 1 9 Venue of dispute resolution with a TIPS Member U In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity as a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or other agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by the parties at the time the dispute resolution model is decided by the parties. Agreed I Page 25 of 26 pages Vendor: Sequel Data. Systems 210101 Automatic renewal of contracts or agreements with TIPS or a TIPS member entity 9 1 9 2 9 3 9 4 9 5 This clause DOES NOT prohibit multiyear contracts or agreements with TIPS member entities. Because TIPS and TIPS members are governmental entities subject to laws that control appropriations of funds during their fiscal years for contracts and agreements to provide goods and services, does the Vendor agree to limit any automatic renewal clauses of a contract or agreement executed as a result of this TIPS solicitation award to not longer than "month to month" and at the TIPS contracted rate. Agreed Indemnity Limitation with TIPS Members Texas and other states restrict by law or state Constitution the ability of a governmental entity to indemnify others. TIPS requires that any contract entered into between a vendor and TIPS or a TIPS Member as a result of an award under this Solicitation limit the requirement that the Customer indemnify the Vendor by either eliminating any such indemnity requirement clauses in any agreements, contracts or other binding documents OR by prefacing all indemnity clauses required of TIPS or the TIPS Member entity with the following: "To the extent permitted by the laws or the Constitution of the state where the customer resides, ". Aareement is a reauired condition to award of a contract resultina from this Solicitation. Agreed I Arbitration Clauses Except for certain circumstances, TIPS forbids a mandatory arbitration clause in any contract or agreement entered into between the awarded vendor with TIPS or a TIPS member entity. Does the vendor agree to exclude any arbitration requirement in any contracts or agreement entered into between TIPS or a TIPS member entity through an awarded contract with TIPS? Agreed Required Vendor Sales Reporting By responding to this Solicitation, you agree to report to TIPS all sales made under any awarded Agreement with TIPS. Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on any communications with the TIPS Member entity. If awarded, you will be provided access to the Vendor Portal. To report sales, login to the TIPS Vendor Portal and click on the PO's and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer to the TIPS Accountinq FAQ's for more information about reporting sales and if you have further questions, contact the Accounting Team at accountinan-tios-usa.com. The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS. Upload of Current W-9 Required Please note that you are required by TIPS to upload a current W-9 Internal Revenue Service (IRS) Tax Form for your entity. This form will be utilized by TIPS to properly identify your entity. Additionally, if not designated "Confidential" in your proposal response, this W-9 may be accessed by TIPS Members for the purpose of making TIPS purchases from you in the event that you are awarded. If you wish to designate your required W-9 confidential, please do so according to the terms of the Confidentiality Claim Form which is an attachment to this solicitation. Page 26 of 26 pages Vendor: Sequel Data. Systems 210101 REFERENCES Please provide three (3) references, preferably from school districts or other governmental entities who have used your services within the last three years. Additional references may be required. DO NOT INCLUDE TIPS EMPLOYEES AS A REFERENCE. You may provide more than three (3) references. Entity Name Contact Person VALID EMAIL IS REQUIRED Phone Spring Branch ISD Troy Neal trov.neal@soringbranchisd.com 713-251-1416 United ISD Rene Cruz renec@uisd.net 956-473-6201 Fort Worth ISD Mcdeny Mojica mcdenv.moiica@fwisd.orR 817-814-3050 DocuSign Envelope ID: C54CEBD0-A9CB-42A6-B36C-CB28FB183218 CERTIFICATION BY CORPORATE OFFERER COMPLETE ONLY IF OFFERER IS A CORPORATION, THE FOLLOWING CERTIFICATE SHOULD BE EXECUTED AND INCLUDED AS PART OF PROPOSAL FORM/PROPOSAL FORM. OFFERER: Sequel Data Systems, Inc. (Name of Corporation) Amy Case certify that I am the Secretary of the Corporation I, (Name of Corporate Secretary) named as OFFERER herein above; that Jonathan Clifton (Name of person who completed proposal document) who signed the foregoing proposal on behalf of the corporation offerer is the authorized person that is acting as Vice President of Sales & Operations (Title/Position of person signing proposal/offer document within the corporation) of the said Corporation; that said proposal/offer was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. CORPORATE SEAL if available DocuSigned by: 9 Mt (AS(, B7567AE1F3A9/CD.. SIGNATURE February 26, 2021 DATE DocuSign Envelope ID: 39E3ABBE-205C-4B5C-9AA0-5DC590D276B9 gFP# 210101 Required Confidential Information Status Form Sequel Data Systems, Inc. Name of company Amy Case President and Treasurer Printed Name and Title of authorized company officer declaring below the confidential status of material 11824 Jolly_ ville Road Suite 400 Austin TX 78759 512-918-8841 Address City State ZIP Phone ALL VENDORS MUST COMPLETE THE ABOVE SECTION CONFIDENTIAL INFORMATION SUBMITTED IN RESPONSE TO COMPETITIVE PROCUREMENT REQUESTS OF EDUCATION SERVICE CENTER REGION 8 AND TIPS (ESC8) IS GOVERNED BY TEXAS GOVERNMENT CODE, CHAPTER 552 If you consider any portion of your proposal to be confidential information and not subj ect to public disclosure pursuant to Chapter 552 Texas Gov't Code or other law(s), you I=t attach a cony of all claimed confidential materials within your proposal and put this COMPLETED form as a cover sheet to said materials then scan, name "CONFIDENTIAL" and upload with your proposal submission. (You must include all the confidential information in the submitted proposal. The copy uploaded is to indicate which material in your proposal, if any, you deem confidential in the event the receives a Public Information Request.) ESC8 and TIPS will follow procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required by law. Upon your claim and your defense to the Office of Texas Attorney General is required to make the final determination whether the information submitted by you and held by ESC8 and TIPS is confidential and exempt from public disclosure. ALL VENDORS MUST COMPLETE ONE OF THE TWO OPTIONS BELOW. OPTION 1: I DO CLAIM parts of my proposal to be confidential and DO NOT desire to expressly waive a claim of confidentiality of all information contained within our response to the solicitation. The attached contains material from our proposal that I classify and deem confidential under Texas Gov't Code Sec. 552 or other law(s) and I invoke my statutory rights to confidential treatment of the enclosed materials. IF CLAIMING PARTS OF YOUR PROPOSAL CONFIDENTIAL, YOU MUST ATTACH THE SHEETS TO THIS FORM AND LIST THE NUMBER OT TOTAL PAGES THAT ARE CONFIDENTIAL. ATTACHED ARE COPIES OF PAGES OF CLAIMED CONFIDENTIAL MATERIAL FROM OUR PROPOSAL THAT WE DEEM TO BE NOT PUBLIC INFORMATION AND WILL DEFEND THAT CLAIM TO THE TEXAS ATTORNEY GENERAL IF REQUESTED WHEN A PUBLIC INFORMATION REQUEST IS MADE FOR OUR PROPOSAL. Signature Date --- OR --------------------------------------------- OPTION 2: I DO NOT CLAIM any of my proposal to be confidential, complete the section below. Express Waiver: I desire to expressly waive any claim of confidentiality as to any and all information contained within our response to the competitive procurement process (e.g. RFP, CSP, Bid, RFQ, etc.) by completing the following and submitting this sheet with our response to Education Service Center Region 8 and TIPS. DacuSigned by: Signature_ B7587AE1 F3A94CD... Date 2/25/2021 Confidentiality Claim Form rev 1001202ORP Product Veeam Zerto Cohesity Arctic Wolf OnDMARC by Red Sift StorMagic Cyren Warranty Link https://www.veeam.com/eula.html https://www.zerto.com/terms-of-use/ https://www.cohesitv.com/aereements-docs/Cohesity Warrantv.pdf https://arcticwolf.com/terms/msa/#:—:text=Arctic%20Wolf%20provides%20no%20 warranty,Software%20components/o20of/o20the%20Software https://ondmarc.redsift.com/terms https://stormagic.com/licensing/#:—:text=STORMAGIC/ 20warrants/ 20that/`20for %20a,and%20included%20with%20the%20PRODUCT htti)s://www.cvren.com/tl files/downloads/End User Subscription Agreement GI obal 20170801.pdf PARTNER WITH SEQUEL DATA SYSTEMS AND TRANSFORM HOW YOU DO BUSINESS. Contact us today. 512-918-8841 ® info@sequeldata.com 0 11824 Jollyville Road Suite 400 Austin, TX 78759 SEQUEL DATA ENABLES YOUR TECHNOLOGY SO YOU CAN INVEST IN INNOVATION Imagine the possibilities. Technology solutions to empower your business THE BEST TECHNICAL SOLUTIONS FOR YOUR BUSINESS Hybrid IT With so many cloud vendors to choose from and a lack of impartial information, it's hard to imagine getting everything under control and operating as it should. When it comes to understanding how your systems work together, you deserve to partner with a consulting company who cares about your hybrid environment from your perspective. Infrastructure Every business system depends on the design and maintenance of its IT infrastructure. Your job is measured by your ability to enable the business through technology. Partner with Sequel Data Systems to enable your users and meet modern challenges. Security Don't respond. Contain. Monitor and maintain your entire environment with Sequel Data's managed security service. Build an integrated plan for cyber resilience through assessments, planning and response. SEQUEL DATA SYSTEMS Professional Consulting Services Maintaining the technology that goes into running a business is no small feat. You're expected to know everything from infrastructure, to applications and cloud. You need a reliable IT service partner, who understands the pressure technology can put on a business. 1. Assessment and architecture reviews reduce downtime and risk before projects begin r--r1 2. End -to -end technology capabilities at your fingertips throughout your 888 engagement 3. Proactive road mapping and relentless customer services guarantees O 12 W project outcomes CHOOSE THE CONSULTING SERVICE THAT'S RIGHT FOR YOU • Storage and Backups • Networking • Disaster Recovery • Cloud and Hybrid IT • Virtualization • Database Management and Monitoring • End -User Computing . Security RENEWAL SERVICES Store all your warranties and contracts in one place with this FREE service. If your warranty information is both everywhere and nowhere, it makes doing your job at crucial moments ineffective and stressful. Consolidating everything into one central location would make things so much easier. Wouldn't it be nice if you had a service that could do all of that for you? Here's how it works: 1. Send us what you have - Send us your information by email, excel, 9d or pdf and we'll upload, standardize and itemize it. 2. Log into your online portal - We put your renewal information in a central repository and present it to you in an online portal. �O 3. Get easy access to all of your warranties - Start managing your warranties and service contracts. SEQUEL DATA SYSTEMS IN ACTION Use Cases To keep students and staff productive, universities and school districts across the state of Texas rely on Sequel Data Systems for their critical infrastructure needs. Large commercial enterprises trust Sequel Data Systems to design reliable, scalable and secure solutions for their mission Iml critical workloads. To gain more time to focus on innovation, SMB customers are ❑a regularly turning to Sequel Data Systems to help manage their IT infrastructure end to end. PARTNER WITH SEQUEL DATA SYSTEM TRANSFORM HOW YOL DO BUSINESS. Contact us today. 512-918-8841 ® info@sequeldata.com (O 11824 Jollyville Road Suite 400 Austin, TX 78759 L AA MIMMIN Sequel Data Systems Inc. SEQUEL DATA SYSTEMS I.T. MANAGED SERVICES Delivering end -to -end technology managed services for business, education and industry. TRUST A TEAM INVESTED IN YOUR SUCCESS The list of technical disciplines you're responsible for managing seems to never end, but the resources and budgets to manage it all gets tighter every year. Sequel Data Systems created our IT managed service offering to take the uncertainty out of complex technical projects, providing your team with assistance on the requests taking up most of your time. OUR SECURITY PROMISE TO YOU Every Managed Service engagement includes comprehensive security monitoring from our trusted partner, Recon Infosec. We take your security seriously, and we require every managed service client has the best security practices. That's why we partner with Recon Infosec for security assessments and penetration testing on every account we manage. This ensures there is no single point of failure in your critical systems. Together we monitor your environment for changes and anomalies, install agents for endpoints, and collect network traffic data through on -premise sensors. We can then triage any issues we encounter with precision. SEQUEL DATA SYSTEMS MANAGED SERVICES All of our Managed Service engagements include expert support for your entire IT stack. Select one service or combine them as they make sense to you. Managed Server and Backups • With Managed Server, we'll monitor performance and execute any OS patches. • We execute all backups, verification and testing of your servers. • We manage all antivirus software. • Disaster recovery setup and maintenance for offsite or onsite deployments. • We'll manage and maintain your storage virtualization with VMware vSAN. Managed Workstation We schedule preventative maintenance, antivirus and OS patch management. • Through on -site and remote support, we manage your systems, track warranties and service renewals. • Complete support for desktop virtualization and application virtualization with VMware Horizon View. Managed Network Device • Managed Network Device ensures that your firewalls, switches, and routers are properly updated. We combine preventative maintenance with remote and onsite support for expert monitoring and remediation. • Trust your switch configurations for VLAN membership, port security, spanning -tree modifications, port -channel aggregation, and best practices modifications to Sequel Data Systems. • Complete support and monitoring of network virtualization with VMware NSX. Managed Virtualization and Compute • Managed virtualization services ensured your server software and firmware are updated and secure. We handle all software upgrades for VMware vSphere and Hyper-V. . Best practices review for virtualized environments for performance, scalability, and security. "WHAT IS MY MANAGED SERVICE COMPANY EVEN DOING?" With Sequel Data, you get unfiltered access to our resources, so you never have to wonder what we're doing and if you're getting value from our partnership. We work together not just when your systems alert us to an issue, but even as your business grows and changes. In addition to our road mapping and CIO level services, you'll have access to engineering resources in a wide range of skillsets, including impressive response times, and escalation paths for critical situations. MORE THAN JUST YOUR IT TICKET SUPPORT TEAM Put your critical infrastructure, hardware and data in the hands of experts who have done it all. Our managed services extends your team, giving you access to new skills and deployment technologies to help you think big and move fast. Clear out your backlog and get proactive at work. Sequel Data Systems delivers rapid response, remediation and monitoring of your technical systems. W_\:i:01l: I1.ATTJII:l SEQUEL DATA SYSTEMS AND TRANSFORM HOW YOU DO BUSINESS. Contact us today. 512-918-8841 ® info@sequeldata.com 0 11824 Jollyville Road Suite 400 Austin, TX 78759 Sequel Data Systems Inc. SEQUEL DATA SYSTEMS I.T. PROFESSIONAL SERVICES Expertise and vendor support for your project from beginning to end. 7 1.1 EXPAND YOUR TEAM'S CAPABILITIES. IMPROVE THE WAY YOU DO BUSINESS. Managing the digital transformation of your company can be an uncomfortable process, especially if you have an IT department running at full capacity. You don't have to let a project exceed your team's capabilities or have it derail before you call for help. Joining forces with a reliable partner can help you move your project from start to finish efficiently. That way you can stay focused on the important task of running your business. TAP INTO OUR EXPERTISE AND VENDORS FOR MAXIMUM SUPPORT. Your project needs special attention. That's why we deliver the intangible project benefits of customer service, communication, and great relationships with most software vendors. Our experienced consultants hold the highest certifications and we follow through on each project with fierce loyalty. Meaning, if you call, we pick up the phone. And when it comes to solutions, we use the best leading technology from Hewlett-Packard, VMware, 3PAR, FalconStor and many others. HOW CAN WE SUPPORT YOUR NEXT PROJECT? Security We help you manage your risk by: • Implementing and configuring next -generation firewalls for your systems • Encrypting your disks and files • Developing a unified threat management • Ensuring your wireless network is secure • Preventing identity theft and data breaches Hybrid IT We help you integrate all your in-house and cloud based services by: • Assessing your readiness for a cloud -ready strategy • Managing migrations for complete infrastructures or select workloads • Ensuring your cloud environment is configured and optimized correctly • Setting up best practices in security and cost configurations • Managing and maintaining your cloud environment once migration is complete Infrastructure We help you manage and modernize your IT architecture by: • Identifying your business challenges, objective, budgets and workloads • Extensively reviewing and testing your current architecture Developing a unified threat management • Mapping your infrastructure, and workflows • Improving old systems with a hybrid or on -premise infrastructure • Offering specialized infrastructure services: networking, compute, storage, virtual desktop infrastructure, virtualization, disaster recovery. Renewal Services We help you track your warranties, service contracts, and software licenses by: • Consolidating everything into one location • Getting important information easily accessible • Having contracts managed by co -terming so they all renew at the same time • Providing you protection from lapsed agreements • Helping you stay efficient so you only pay for the contracts you use EXHIBIT D SEQUEL DATA CONFLICT OF INTEREST 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. 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. J ❑ Check this box if you are filling an update to a previously tiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? FlYes F--] 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? 0 Yes F-1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J Check this box if the vendor has given the local government officer or 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). 7 Irlot lz4 Signature or ven�ddngusiness with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 EXHIBIT E NETWORK ACCESS AGREEMENT FOR SEQUEL DATA SYSTEMS, INC. NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 100 Fort Worth Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Sequel Data Systems, Inc. a Texas corporation with its principal location at 11824 Jollyville Road, Suite 400, Austin, Texas 78759 ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide technology equipment, software, maintenance, security and professional services. In order to provide the necessary support, Vendor needs access to the Water Department network and the Supervisory Control and Data Acquisition environment. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing technology equipment, software, maintenance, security and professional services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed; 4.2 Contracted services have not been terminated; and 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. Network Access Agreement (Rev. 8/28/19) Page 1 of 4 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 1.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 1.1.1. Contractor shall be responsible for any City -owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 1.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting personally -owned computer equipment to the City's Network; 1.1.3. Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 1.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 1.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 1.1.6. Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement; 1.1.7. All network activity maybe monitored for any reason deemed necessary by the City; and 1.1.8. A Network user ID maybe deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. Network Access Agreement (Rev. 8/28/19) Page 2 of 4 7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. [Signature Page Follows] Network Access Agreement (Rev. 8/28/19) Page 3 of 4 FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration � of this contract, including ensuring all By: William Johnson (N v 10, 202411:52 CST) performance and reporting requirements. Name: William Johnson Title: Assistant City Manager Nov 10, 2024 9✓ C% Date: By: Name: Jason Lyssy Approval Recommended: Title: IT Manager Approved as to Form and Legality: Christooher ffarder By: Christopher H a rder(Nov 6, 202407:21 CST) Name: Christopher Harder Title: Director, Water Department By: Name: Hye Won Kim Attest: Title: Assistant City Attorney Contract Authorization: ?,.,- P C�' M&C: 24-0940 By: Name: Jannette Goodall Title: City Secretary VENDOR: Sequel Data Systems, Inc. L�f By: Name: Chris Case Title: Chief Executive Officer Nov 4, 2024 Date: Network Access Agreement (Rev. 8/28/19) Page 4 of 4 FoRTWORTH. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Sequel Data Systems Cooperative Agreement, TIPS 210101 M&C: 24-0940 CPN: CSO: TO Rick Lisenbee, Sr. IT Manager, Water Department Corey Wangler, Sr. IT Tech Support Analyst Jason Lyssy, IT Manager, Water Department Chris Case, CTO, Sequel Data Systems Shane Zondor, Assistant Director, Water Department Jan Hale, Deputy Director, Water Department Chris Harder, Director, Water Department Hye Won Kim, Asst City Attorney William Johnson, Assistant City Manager Ron Gonzales, Assistant City Secretary Jannette Goodall, City Secretary Allison Tidwell, Administrative Asst, City Secretary Charmaine Baylor, Sr. IT Business Planner, Water INITIALS Approver Approver Signer Signer Approver Approver Signer Signer Signer Approver Signer Form Filler Acceptor DOC #: APPROVER INITIALS AX RL &V Cw S SZ J� KC EXPLANATION Please sign or approve this cooperative agreement with Sequel Data Systems, utilizing TIPS 210101. This agreement was authorized by M&C 24-0940, on October 29, 2024. Sequel Data Systems will provide the Water Department with technology equipment, software, security, maintenance, training, and professional services, in support of the entire Water Department network and the Supervisory Control and Data Acquisition (SCADA) environment. The total contract spending authority is $1,700,000.00; $1,200,000.00 from Capital the first year, and $500,000.00 from Operating the first year, and for each renewal year. The term of the agreement will run from October 3, 2024 through October 2, 2025, with four one-year renewals. If you have any questions or concerns, please call or email me. Thank you, Charmaine Baylor Sr. IT Business Planner, Water IT Water Department Phone: (817) 392-6629