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HomeMy WebLinkAboutContract 63542Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 CSC No. 63542 FORT WORTH CITY OF FORT WORTH NON-EXCLUSIVE COOPERATIVE PURCHASE AGREEMENT This Non -Exclusive Cooperative Purchase Agreement ("Agreement") is entered into by and between ePlus Technology, Inc. ("Vendor"), a Virginia Corporation, and the City of Fort Worth, ("City"), a Texas home rule municipality. The Non -Exclusive Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Non -Exclusive Cooperative Purchase Agreement; 2. Exhibit A — Cooperative Agency Contract DIR-CPO-5687 ("Cooperative Contract"); 3. Exhibit B — DIR-CPO-5687 Appendix C Pricing Index; and 4. Exhibit C — Conflict of Interest Questionnaire. The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed One Million One Hundred Thousand Dollars ($1,100,000.00). City may award the Agreement to multiple vendors under the Cooperative Agreement. Vendor agrees that the City is not required to provide any guarantee of any amount of compensation under this Agreement. 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 effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on May 19, 2027 in accordance with the underlying Cooperative Agreement. The initial term of this Agreement shall be divided into annual segments, with the first segment beginning on the Effective Date, the second segment beginning on May 20, 2026. City's annual payment to Vendor for the initial term shall be according to these segments. City shall be able to renew this agreement for four (4) additional one-year renewal option by written agreement of the parties. If the underlying Cooperative Agreement is extended the City may incorporate each extension as an additional renewal option. If the underlying Cooperative Agreement is not renewed or extended by DIR, but DIR executes a new cooperative agreement with the Vendor with substantially similar terms, the City may replace DIR-CPO-5687 with the new cooperative agreement. OFFICIAL RECORD CITY SECRETARY Non -Exclusive Cooperative Purchase Agreement FT. WORTH, Tx Page 1 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth ePlus Technology, Inc. Attn: Dianna Giordano Attn: Legal Department Assistant City Manager 13595 Dulles Technology Drive 100 Fort Worth Trail Herndon, Virginia 20171 Fort Worth, TX 76102 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may Non -Exclusive Cooperative Purchase Agreement Page 2 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Non -Exclusive Cooperative Purchase Agreement Page 3 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcottin2 Energv 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 company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. 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 boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Auainst 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 company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government Code. 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. Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas. [Signature Page Follows] Non -Exclusive Cooperative Purchase Agreement Page 4 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: o (Jun 26, 202513:37 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 06/26/2025 ePlus Technology, Inc. By: rSigned by: v6t/L, In, Title: SVP Contracts Date: 6/10/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: Hye Won Kim Title: Assistant City Attorney Contract Authorization: M&C: 25-0390 Approval Date: 5/13/2025 Form 1295: 2025-1298072 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. Robert0,20250816 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager City Secretary: By: . A Name: Jannette Goodall Title: City Secretary oQF�man A ORt4aA %0, �e PVg g=P N44-X6g44a OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Non -Exclusive Cooperative Purchase Agreement Page 5 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 EXHIBIT A Cooperative Agency Contract DIR-CPO-5687 ("Cooperative Contract") (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 6 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES Carahsoft Technology Corporation 1 INTRODUCTION 1.1 Parties This contract for Software, Commercial Off -the -Shelf (COTS) and Related Services (this "Contract") is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and Carahsoft Technology Corporation a Midland For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 11493 Sunset Hills Road, Suite 100 Reston, Virginia 20190. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-CPO-TMP-570, on February 2, 2023, for Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-570, shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence A. For transactions under this Contract, the order of precedence shall be as follows: 1. this Contract; 2. Appendix A, Standard Terms and Conditions; 3. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; 4. Appendix C, Pricing Index; 5. Exhibit 1, RFO DIR-CPO-TMP-570, including all Addenda; and 6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570, including all Addenda. Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation - 522189693 B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 TERM OF CONTRACT The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and two (2) optional one-year renewals (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. 3 OPTION TO EXTEND Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of the Contract, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to the Successful Respondent. 4 PRODUCT AND SERVICE OFFERINGS Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-570 for Software, Commercial Off -the -Shelf (COTS) and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. DIR-CPO-TMP-570 Page 2 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 5 PRICING 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. B. Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. C. If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as DIR-CPO-TMP-570 Page 3 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation - 522189693 applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On -Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 5.5 Travel Expenses Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of such services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking, and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services provided under this Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by the Customer. The Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. DIR-CPO-TMP-570 Page 4 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 6 DIR ADMINISTRATIVE FEE A. Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list or mechanism to obtain specific contract pricing; B. MSRP/list price or DIR Customer price; C. Discount percentage (%) off MSRP or List Price; D. Warranty policies; E. Return policies; F. A link to DIR's list of TX -RAMP certified Cloud Products; and G. A link to Service Level Agreements for each SaaS product awarded, which at a minimum, shall include metrics and method for calculating and reporting results, fo r: i. service availability; ii. recovery time objectives; and iii. data loss tolerance levels (also known as recovery point objectives). DIR-CPO-TMP-570 Page 5 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 8 USE OF ORDER FULFILLERS 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers A. Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B. In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. C. DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. D. Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. E. Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. F. Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. DIR-CPO-TMP-570 Page 6 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. 9 NOTIFICATION All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Lisa Massock or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 15t" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Email: lisa.massock@dir.texas.aov If sent to Successful Respondent: Robert R. Moore Vice President Carahsoft Technology Corporation 11493 Sunset Hills Road, Suite 100 Reston, Virginia 20190 Phone: (703) 871-8504 Email: Robert.Moore@Carahsoft.com DIR-CPO-TMP-570 Page 7 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation — 522189693 10 SOFTWARE LICENSE 10.1 Software License Agreement A. Customers acquiring software licenses under this Contract shall hold, use, and operate such software subject to compliance with the Software License Agreement. Customer and Successful Respondent may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Successful Respondent. Successful Respondent shall make the Software License Agreement terms and conditions available to all Customers at all times. B. Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. 11 CONFLICTING OR ADDITIONAL TERMS A. The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. B. Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent DIR-CPO-TMP-570 Page 8 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation - 522189693 update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. C. Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. D. If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND C��]_►_I_07_�_iC�1►�� A. Section 5 "Intellectual Property Matters" is hereby deleted and replaced in its entirety with the following: This Contract does not contemplate, authorize, or support the development or acquisition of custom software, products, or services or the creation of intellectual property. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-570 Page 9 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 DIR Contract No. DIR-CPO-5687 Carahsoft Technology Corporation - 522189693 This Contract is executed to be effective as of the date of last signature. Carahsoft Technology Corporation Authorized By: Sianature on File Robert R. Moore Name: vice President Title: 5/15/2025 1 6:19 AM PDT Date: The State of Texas, acting by and through the Department of Information Resources Authorized By: Sianature on File Name: Lisa Massock Title: Chief Procurement Officer Date: 5/19/2025 1 8:56 AM CDT Office of General Counsel: Initials on File 5/19/2025 1 8:54 AM CDT Date: DIR-CPO-TMP-570 Page 10 of 10 Version 1.0 Rev. 3/21 /23 Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 EXHIBIT B DIR-CPO-5687 Appendix C Pricing Index (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 7 of 8 Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Abnormal Security Cybersecurity Software Accela Government Compliance Software Achievelt Strategic Planning Software Acquia SaaS / Content Management Solution Acquia SaaS / Content Management / Memory Optimized Annual Subscription Adaptus Cybersecurity Software ADF Solutions, Inc. Forensic Software 2.00% NA 2.00% IT Professional Technical Services, Support and Training 5.00% NA 3.00% IT Professional Technical Services and 4.00% Support 1.00% IT Professional Technical Services, Support and Training. 1.00% IT Professional Technical Services, Support and Training SaaS / Software Training and Development 5.00% Maintenance and Support Solutions NA 2.00% NA 4.00% 5.00% 1.00% 5.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Adobe Adobe Enterprise 10.00% Value Incentive Plan (VIP) Education Adobe Membership / Large Government 11.00% Maintenance and Support Plus IT 10.00% Accounts (LGA) Government Membership Professional Technical Services Value Incentive Plan (VIP) Government Adobe 12.00% Membership IT Professional Technical Services, AdvoLogix Case Management Software 2.00% 2.00 % Managed Services and Support Automation endpoint Management Aiden Technologies 2.00% NA NA Solution Software SaaS / Space Optimization with Artificial ATRIA 10.00% NA NA Intelligence Software Airworks Geospatial Intelligence Software Solution 8.00% NA NA Artificial Intelligence Solution for Service Remote Management Services Aisera Management, Employee Experience and IT 15.00% 50.00% (Installation included) Operations Software Mobile Accelerator (GB) - per GB Akamai Web Application Firewall Security Software 15.00% 15.00% Delivered Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Alteryx, Inc. Anaplan Anomali Appgate Application Perfection Applied Insight Apptio Maintenance and Support Plus IT Data Management Software 2.00% Professional Technical Services IT Professional Technical Services, Planning, Budgeting, Forecasting Software 2.00% Support and Training SaaS / Software Threat Intelligence 3.00% NA Solution Zero Trust Network Access Security IT Professional Technical Services, 10.00% Software Support SaaS / Security and Access Manager 10.00% NA Solution SaaS / Software - DevSecOps and IT Professional Technical Services, 2.00% Infrastructure Management Solution Support Technology Financial Management Solution 1.00% IT Professional Technical Services, Support 2.00% 2.00% NA 10.00% 2.00% 1.00% SaaS / Managed Detection and Response Arctic Wolf (MDR) and Managed Risk-Cybersecurity 5.00% NA NA Solution Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 ARlnspect Asana Automox AutoRABIT AvePoint Aviatrix Avisare Axonius Backblaze SaaS / End -to -End workflow automation Solution to automate public sector field IT Professional Technical Services, operations, particularly for inspections and 2.00% Support compliance Solution SaaS / Project Management Solution 2.00% NA SaaS / Patch Management Solution 2.00% Training IT Professional Technical Services, SaaS Automated Release Management 2.00% Support plus Implementation and Solution (DevSecOps) SaaS / Data Management Solution Cloud Networking and Security Management Software Solution SaaS / eProcurement Solution SaaS / Cybersecurity Asset Management Solution SaaS / Storage and Backup Solution success packages 2.00% IT Professional Technical Services, Support 5.00% IT Professional Technical Services, Support 3.00% NA 35.00% NA 2.00% NA 2.00% NA 2.00% 2.00% 2.00% 2.50% NA NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Integration and Automation for Digital IT Professional Technical Services, Basis Technology Advertising processes Solutions (Artificial 1.74% ° 1.74/° Support Intelligence Software) Radio Frequency Detection and Wireless Bastille Networks 15.00% NA NA Intrusion Solution BetterUp SaaS / Leadership Coaching Solution 2.00% NA NA SaaS / Privileged Access Management IT Professional Technical Services, BeyondTrust 1.00% 1.00% Solution Support SaaS / Data Security, Privacy, Compliance, IT Professional Technical Services, BigID 10.00% 1.00% and Governance Solution Support and Training Critical Event Management (CEM) UEM Value Added Services (VAS) Managed IT Professional Technical Services, BlackBerry 4.00% 4.00% Security Service Provider (MSSP) Unified Support Endpoint Security (UES) Software Solution SaaS / Payment and Event Management IT Professional Technical Services, Blackthorn 0.50% 0.50% Solution Support Blancco Data Security Software 2.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Blocksi SaaS / Internet Filtering Solution 5.00% Training 5.00% Blue Fusion Data Connectivity / Web Browser Software 2.00% IT Professional Technical Services, 2.00% Connectors Packages plus Training Bluescape Secure Collaboration Whiteboard Software 2.00% NA NA Automated Roadway Maintenance and Blyncsy Asset Inventory Solution (Movement Data 10.00% NA NA Intelligence Software) SaaS / Grants Management Solution IT Professional Technical Services, Bonterra 2.00% 2.00% Software Support Box SaaS / Content Management Solution 18.39% NA NA SaaS / ServiceNow Platform Governance IT Professional Technical Services, Bravium 1.00% 1.00% Solution Support Recruitment marketing and SaaS / Human Resources and Recruitment Brazen 5.00% Advertising services Technical 5.00% Management Solution Services Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Software - Digital Transformation, IT Professional Technical Services, Broadcom IT Modernization and Cybersecurity 2.00% 2.00% Solutions. Support and Training Training 2.00% SaaS / Software - Digital Transformation, Broadcom IT Modernization and Cybersecurity 2.00% Solutions. Based on Maintenance and Support 17% Cost Manufacturer of overall License Cost Calculation and Customer Configuration Campus Kaizen SaaS / Case Management Solution 2.00% IT Professional Technical Services, 2.00% Support and Training SaaS / AI -Driven Case Management, Citizen Engagement, Worker Productivity, Cardinality.ai 30.00% NA NA Data -Driven insights, Record Management Solutions Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Human Services / Social Services IT Professional Technical Services, Casebook 6.00% 4.00% Platform Solution Support IT Professional Technical Services, Cellebrite SaaS / Digital Forensics Software Solution 1.00% ° 1.00 % Support IT Professional Technical Services, Celonis SaaS / Process Mining Software Solution 1.00% 1.00% Support and Training SaaS / Exposure Management Platform IT Professional Technical Services, Censys 10.00% 10.00% Solution Support Center for Internet Security IT Professional Technical Services, Cybersecurity Software Solution ° 3.00% ° 3.00% (CIS) Support Pp Cryptocurrency Investigations Software IT Professional Technical Services, Chainalysis 14.00% ° 14.00% Solution Support ChargePoint Electric Vehicles (EV) Charging Stations 5.00% ChargePoint DC Support Annual Software Solution Packages2.00% SaaS / Cybersecurity Complete Solutions IT Professional Technical Services, Check Point plus Protection against Distributed Denial- 2.00% 2.00% Support and Training of -Service (DDoS) Attacks. Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Digital Intelligence and Investigation Solution plus its Open IT Professional Technical Services, Chorus Intelligence 15.00% 10.00% Source Intelligence (OSINT) Search and Support Analytics SaaS / Citizen Engagement Solution IT Professional Technical Services, Citibot 10.00% 5.00% (Artificial Intelligence) Support SaaS / Grant, Procurement, Budgeting IT Professional Technical Services, City Innovate / Authorium Management and Legislative Analysis 2.00% 2.00% Solution Support CityBase Payment Management Software 2.00% NA NA SaaS /Streamline Community Clariti Cloud (Formely Cloud IT Professional Technical Services, Development Processes Tool Solution 3.53% 3.53% Academy) Support (Back -Office Licenses - Portal Licenses) SaaS / Identity Goverance and Clear Skye 30.00% NA NA Administration (IGA) Solution Digital Skills/Training Development Cloud Academy 10.00% NA NA Solution Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Automation for building, testing, and deployment of software, enabling faster IT Professional Technical Services, CloudBees 2.00% 2.00% and more reliable software delivery Support Solution Data Lifecycle Management Solution IT Professional Technical Services, Cloudera 2.00% 2.00% Software Support SaaS / E-Mail Security and Phishing Cofense 2.00% NA NA Protection Solutions IT Professional Technical Services, CogAbility Robotic Process Automation Software 10.00% 10.00% Support IT Professional Technical Services, Cohesity Data Management Solution Software 2.00% 2.00% Support Data Archiving, Discovery, and Compliance IT Professional Technical Services, Collabware 2.00% 2.00% Software Support IT Professional Technical Services, Collibra SaaS / Data Management Solution 1.26% ° 1.26 /° Support SaaS / Data Archiving and Recovery IT Professional Technical Services, Commvault 2.00% 2.00% Solution Support and Training Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 ComplianceSeal Conga Contra Force Copado Coupa Coursera Cribl SaaS / Salesforce Security, Audit, Continous Monitoring and Compliance Solution Platform SaaS / Contract Lifecycle Management Solution SaaS / Security Operations Platform for Microsoft Security (Hosted With Sentinel & Azure) Network Detection & Response Solutions SaaS / Low -Code DevOps and Automated Testing Solution Platform SaaS / Enterprise procuremen Business Spend Management Solution SaaS / Online Training Courses Solution Software / SaaS Data Management and Security Solution which includes Risk Management Tools 15.00% IT Professional Technical Services, Support a 4.00% IT Professional Technical Services, Support 5.00% NA 5.00% IT Professional Technical Services, Support Annual Subscription for Base Coupa Support mandatory for every deployment (20% of ARR) 5.00% Annual Subscription for Additional Support Professional (10% of ARR) 2.00% NA 2.00% IT Professional Technical Services, Support 15.00% 4.00% NA 5.00% Based on Manufacturer Calculation and Customer Configuration NA 2.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 IT Professional Technical Services, Critical Start SaaS / Cyber Risk Management Solution 5.00% 5.00% Support SaaS / Endpoint Protection and IT Professional Technical Services, CrowdStrike 3.00% 3.00% Cybersecurity Solution Support IT Professional Technical Services, Cvent SaaS / Event Management Solution 2.00% 2.00% Support and Training SaaS / Customer Experience Assurance Cyara 10.00% NA NA (CX) Solution Privileged Access Management Solution IT Professional Technical Services, CyberArk 6.00% 6.00% Software Support and Training CyberReef Internet Filtering Solution Software 1.00% NA NA SaaS / Cybersecurity Training and Skill Cybrary 10.00% NA NA Development SaaS / External Attack Surface CyCognito 10.00% NA NA Management Solution SaaS / Security Orchestration/ Automation Cyware 10.00% NA NA Response Solution Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Cyxtera SaaS / Data Center Services Solution 2.00% NA NA IT Professional Technical Services, Darzin SaaS / Stakeholder Management Solution 2.00% 2.00% Support and Training IT Professional Technical Services, Databricks SaaS /Data Management Solution 1.00% 1.00% Support Data Science Lifecyle Management IT Professional Technical Services, Dataiku 2.00% 2.00% Software Support and Training SaaS / Integrated Planning and Decision IT Professional Technical Services, Decision Lens 5.00% 5.00% Making Management Solution Support and Training IT Professional Technical Services, DigitSec SaaS / Salesforce Security Solution 5.00% 5.00% Support and Training SaaS / Eletronic Signature and Contract IT Professional Technical Services, DocuSign 2.70% ° 2 70% Lifecycle Management Solutions Support and Training SaaS and Software / Data Protection and IT Professional Technical Services, Druva 2.00% 2.00% Management Solution Support SaaS / Insider Threat Management Dtex Systems 5.00% NA NA Solution SaaS / Finite Element Analysis (FEA) Annual Support 10.00% in nn°i Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 eCare Vault Eclypsium Edbrix, Inc. Elastic Engageware Enhanced Ballot EnterpriseDB Entrust e-PlanSoft ►71IilRI1Cl410l11►ZO]lRll[0li' SaaS / Public Sector Workforce Management Solution Security for IT infrastructure from firmware - based attacks Solution Software (Scan Management) SaaS / Content Management Solution SaaS / Data Management Solution SaaS / Appointment Scheduling and Kiosk Management Solution SaaS / Electronic Ballot Marking and Delivery Solution Database Management Software Solution Identity and Data Protection Software Solutions Licensing/Project Management Software Solution IT Professional Technical Services IT Professional Technical Services, 2.00% Support and Training IT Professional Technical Services, 5.00% Support and Training IT Professional Technical Services, 2.00% Support and Training IT Professional Technical Services, 2.00% Support and Training 2.00% NA 2.00% IT Professional Technical Services, Support 3.00% IT Professional Technical Services, Support 2.00% IT Professional Technical Services, Support and Training 2.00% IT Professional Technical Services, Support and Training 2.00% 2.00% 5.00% 2.00% 2.00% NA 2.00% 3.00% 2.00% 2.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Exabeam Security Log Management 2.00% NA NA IT Professional Technical Services, Experian SaaS / Credit Reporting Solution 15.00% 15.00% Support eDiscovery and Digital Forensics Solution IT Professional Technical Services, Exterro 5.00% 5.00% Software Support and Training SaaS and Software / Network Detection IT Professional Technical Services, Extra H o p 2.00% 2.00% and Response Solution Software Support SaaS / Application Delivery, Performance F5 & Security Solution (Distributed Cloud 3.00% CDN) IT Professional Technical Services, 5.00% Application Delivery, Performance & Support and Training F5 Security Solution Software (Other 5.00% Solutions) SaaS / Advanced Threat Detection and IT Professional Technical Services, Fidelis Network 2.00% 2.00% Response Solution Support IT Professional Technical Services,ase Field2B SaaS / Digital Forms Automation Solution 5.00% 5.00% Support and Training IT Professional Technical Services, Five9 SaaS / Cloud Contact Center Solutions 7.00% 7.00% Support and Training Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Flash poi nt-Echosec Flexera Flosum FM:Systems ForceBrain Forcepoint Forescout FormAssembly Formstack Platform Fortinet SaaS / CyberThreat Intelligence Solution 2.00% NA Asset Management & IT Visibility Solution 3.00% NA Software SaaS / End -To -End Development Lifecycle IT Professional Technical Services, 2.00% management (DevOps for Salesforce) Support SaaS / Integrated Workplace Management IT Professional Technical Services, 2.00% Platform Solution Support SaaS / Appointment & Event Scheduling Management Solution 2.00% NA Data Security Management Solution IT Professional Technical Services, 2.00% Software Support and Training IT Professional Technical Services, Network Visibility Solution Software 2.00% SaaS / Data Collection Platform Solution SaaS / Workflow Automation Solution Cybersecurity Software Solutions Support 2.00% IT Professional Technical Services, Support and Training 2.00% NA 10.00% IT Professional Technical Services, Support NA NA 2.00% 2.00% NA 2.00% 2.00% 2.00% NA 10.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Fortra SaaS and Software / Cybersecurity Complete Solution Fulcrum SaaS / Field Inspection Management Solution Fusion Electronic Health Record (HER) Software Solution System Genesys Communications SaaS / Contact Center Solution GeoSolutions Gimmal GL Solutions Granicus Gravel Road GreyNoise HackerOne Geographic Information Systems (GIS) Software Solutions Records Management Solution Software SaaS / Regulatory Management Solutions SaaS / Digital Civic Engagement Management Solutions SaaS / Cybersecurity Solutions SaaS / Cybersecurity Solutions SaaS / Resistance Management Solution 2.00% IT Professional Technical Services, Support 2.00% IT Professional Technical Services, Support and Training 5.00% IT Professional Technical Services, Support and Training 1.25% NA 5.00% Maintenance, Support and Training IT Professional Technical Services, 5.00% Support and Training IT Professional Technical Services, 2.00% Support and Training (GXG) IT Professional Technical 4.25% Services, Support and Training 1.00% NA 2.00% NA 3.00% NA 2.00% 2.00% 5.00% NA 10.00% 5.00% 2.00% 4.25% NA NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Halcyon Hexalytics Hiper Hootsuite Media Horizon3.ai HPE SaaS / Anti-Ransomware Solution Higher ED Analytics Software Solution Enterprise Resource Planning (ERP) and Software as a Service (SaaS) solutions for local government operations. (Data Driven Solutions) SaaS / Social Media Management Solution (To create, schedule, and publish content across multiple social media platforms from a single dashboard.) SaaS / Autonomous Penetration Testing Solution (Identify and fix security weaknesses in their network) Hewlett Packard Enterprise provides Infrastructure Solution Software that helps businesses manage, connect, protect, analyze, and act on their data and applications across various environments, from edge to cloud. 3.00% NA 2.00% IT Professional Technical Services, Support 2.00% NA 2.70% IT Professional Technical Services, Support and Training 2.00% NA 2.00% NA NA 2.00% NA 2.70% f01G1 NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Cyber Security Solution (Protecting Human Security against bot attacks and online fraud) HYCU SaaS / Data Protection, Backup and recovery Management Solution iboss Cyber Security Software Solution (Zero Trust Security) ID.me SaaS / Secure Access Technology Solution Identity Automation SaaS / Identity Management Solution Illumio Cyber Security Software Solution (Zero Trust Security) Incapsulate SaaS / Case Management Solution 5.00% NA IT Professional Technical Services, 7.00% Support IT Professional Technical Services, 26.00% Support 5.00% NA IT Professional Technical Services, 5.00% Support IT Professional Technical Services, 3.50% Support Implementation Services (per hour), 1.00% Managed Services to support SaaS Bronze and Silver SaaS / Case Management Solution (Digital Incapsulate 2.00% NA Government Toolbox) Incapsulate SaaS / Case Management Solution 5.00% NA NA 7.00% 26.00% NA 5.00% 3.50% 1.00% 11W IV, Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Incapsulate Incident IQ Incident IQ Infoblox Infor Informatica Innive InQuisient SaaS / Case Management Solution (311 Core Capsule serving Population up to 1,000,000) Help Desk Software for IT, Assets, and Facilities Management Solution Add -On Help Desk Software for IT, Assets, and Facilities Automation and Security Solutions Software SaaS / Enterprise Resource Planning Solution Data Processing and Management Solution Software that extract, transform, and load (ETL) data from various sources, ultimately creating a unified view of their data. (Artificial Intelligence) Education Statistics Software Solution SaaS / Asset Management Solution 10.00% 311 Core Capsule Implementation Services Offsite (per hour) 2.00% IT Professional Technical Services, Support 2.00% IT Professional Technical Services, Support 3.00% IT Professional Technical Services, Support 7.00% NA 2.00% IT Professional Technical Services, Support 2.00% IT Professional Technical Services, Support 3.00% IT Professional Technical Services, Support 1.00% 2.00% 2.00% 3.00% NA 0111Y2.! 2.00% 3.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Risk Assessment and Monitoring Interns 2.00% NA NA Management Solution SaaS and Software / Application Security IT Professional Technical Services, Invicti 10.00% ° 5.00% Lifecycle Management Solution Support SaaS and Software / Cybersecurity IronNet 10.00% NA NA Solutions It Infrastructure Management and Devices IT Professional Technical Services, Ivanti 3.50% 2.50% Security Solution Software Support Development Lifecycle Requirements Jama 2.00% NA NA Management Software IT Professional Technical Services, Juniper IT Infrastructure Solutions Software 2.00% 2.00% Support Password Management and Privileged Keeper Security 10.00% NA NA Access Management Solution Software Automated Cloud Operations Kion 2.00% NA NA Management Software Kiteworks Regulatory Compliance Solution Software 10.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Conversational Al platform for advertising, sales & marketing, customer and employee lifecycle nurturing, data Klaunch 2.00% NA NA collection, and operational efficiency management Sofware (Artificial Intelligence) Enterprise Conversational Artificial Kore.ai 2.00% NA NA Intelligence Software SaaS / Data Management Solution IT Professional Technical Services, KPMG Platform 5.00% Support 5.00% SaaS and Software / Treasury IT Professional Technical Services, Kyri ba 2.00% 2.00% Management Solutions Support Space Management Platform Solution IT Professional Technical Services, Lambent 10.00% 20.00% Software Support and Training Workforce Management Solutions IT Professional Technical Services, Launchpad 2.00% 10.00% Software Support and Training Leadership Connect Public Affairs Solution Software 2.00% NA NA Leaptree Contact Center Solution Software 15.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Remote Desktop Access Solution Software Leostream 2.00% NA NA Platform SaaS / Supply Chain Security Management Lineaje 10.00% NA NA Solution Linkedln Corporation SaaS / Training and Development Solution 1.00% NA NA IT Professional Technical Services, Liquidware User Management Solution Software 5.00% 2.50% Support and Training IT Professional Technical Services, LiveAction Network Performance Solution Software 3.00% 3.00% Support and Training LMS365 Learning Management Solution Software 3.00% NA NA Monitoring and Observability Solution IT Professional Technical Services, LogicMonitor 2.00% 2.00% Software Support Mobile Security Management Solution IT Professional Technical Services, Lookout 2.00% 2.00% Software Support Visual Collaboration Management Lucid 2.00% NA NA Solution Software Magnet Forensics Digital Forensics Solution Software 1.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Program and Change Management IT Professional Technical Services, Mckinsey and Co 2.00% 2.00% Software Support IT Professional Technical Services, Menlo Cloud Security Platform Solution Software 10.00% 3.00% Support Micro Focus Enterprise Security Solution Software 2.00% NA NA IT Professional Technical Services, Mimecast Email Security Solution Software 2.00% 2.00% Support Artificial Intelligence for Threat Detection MixMode 2.00% NA NA Solution Software Cyber Security Management Solution and Moot 2.00% NA NA Ecommerce Software Automate Tasks / Accessing information and support across various business MoveWorks 2.00% NA NA applications Solution Software. (Al Platform) Visual collaboration Solution Software MURAL 2.00% NA NA Platform GIS / Mapping Solution Software Nearmap 7.00% NA NA (Aerial Imagery) Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Government Human Resources NEOGOV 1.25% NA NA Management Solution Software IT Professional Technical Services, Netlmpact Digital Dexterity Software Solutions 2.00% 2.00% Support NETSKOPE SaaS / Security and Network Solutions 2.00% Training (Discount based on package) 6% or 12% SaaS / Application Platform Monitoring New Relic 3.00% NA NA Solution IT Professional Technical Services, Nintex Workflow Automation Solution Software 2.00% 2.00% Support Mobile Application Security Solution IT Professional Technical Services, NowSecure 5.00% 5.00% Software Support and Tranining SaaS and Software IT Infrastructure IT Professional Technical Services, Nutanix 5.00% 3.00% Management Solutions Support IT Professional Technical Services, Nuvolo Facilities Management Solution Software 5.00% 3.00% Support Nyraid Data Management Solution Software 2.00% NA NA Odaseva Data Storage Solution Software 8.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Okta SaaS and Software / Identity Management Solution Software (Cloud Security) Permitting and Licensing Solution OpenCounter Software Data Discovery and Process Management Opexus Solution Software Critical Infrastructure Cybersecurity Opswat Management Solution Software Orbital Insight SaaS and Software / Geosptial Data Analytics Solution Orca Security SaaS / Cloud Security Solutions Application Development Solution OutSystems Software Own (previously OwnBackup) SaaS / Data Backup and Security Management Platform Solution 1.00% IT Professional Technical Services, Support 5.00% IT Professional Technical Services, Support 5.00% IT Professional Technical Services, Support 2.50% NA 6.00% IT Professional Technical Services, Support 5.00% NA 2.00% NA 2.50% NA Palo Alto Networks SaaS and Software / Comprehensive Netwc 10.00% NA 1.00% 5.00% 2.00% NA 6.00% NA NA NA NA Pathlock Application Governance Solution Software 5.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Paylt PaymentWorks PC Matic Peregrine Technologies Permuta Technologies Ping Planet Technologies Platcore SaaS and Software / Digital Government 5.00% IT Professional Technical Services, Platform and Transaction Fee Solutions Support Vendor Management Solution Software 2.00% IT Professional Technical Services, Support SaaS / Antivirus, Endpoint Security & Application Allowlisting also known as 15.00% NA whitelisting Solution SaaS / Advanced Data Analytics Solution 33.85% NA Platform Workforce Management Solution Software 9.00% IT Professional Technical Services, Support and Training Access Security Software and Identity 1.50% NA Management Solution Software Training Solution Software Learning Management Solutions Software 2.00% IT Professional Technical Services, Support and Training 1.00% IT Professional Technical Services, Support and Training 5.00% 2.00% NA 2.00% NA 2.00% 1.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8134 Polco Procore Progress - Chef Project Hosts Promise Proofpoint Proven Optics Puppet Community Engagement and Data 4.00% NA Insights Software Solution Platform Construction Project Management 3.27% IT Professional Technical Services, Solution Software Support Security/Configuration/Audit Management IT Professional Technical Services, Solution Software (DevOps) 1.00% Support StateRAMP Complianceans Security IT Professional Technical Services, Compliance Management Solution 2.00% Software Support Enrollment Management Solution 2.00% NA Software SaaS / Enterprise Security Solution IT Financial Management (ITFM) Technology Business Management (TBM) Solution Software Configuration and Automation Management Solution Software Tool 3.00% IT Professional Technical Services, Support 1.00% IT Professional Technical Services, Support 6.00% IT Professional Technical Services, Support NA 3.27% 1.00% 2.00% NA 3.00% 1.00% 6.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Analytics and Data Integration Solution IT Professional Technical Services, Qliktech 0 75% 0.75% Software Platform (AI) Support and Training Based on Experience Management (XM) for Manufacturer Gov -Core Success Packages / SaaS / Online survey tool (Create, Maintenance and Support % Cost of Calculation and Qualtrics Distribute and Analyze) Experience 2.00% overall License Cost Customer Management (XM) Solution platform Configuration IT Professional Technical Services, 2.82% Support Cybersecurity Visual collaboration and Qualys Vulnerability, Compliance and Monitoring 2.00% NA NA Management Solution Software Budget and Planning Management Questica 5.00% NA NA Software Solution Website Traffic Management Software IT Professional Technical Services, Queue -It 2.00% 2.00% Solution (Virtual Waiting Room) Support Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS /Compliance and Cybersecurity Managed Detection & Response Quzara Solution 2.00% (MDR), Continuous Monitoring, and 2.00% FecIRAMP Advisory Services Cloud Optimizing and Management IT Professional Technical Services, Rackspace 2.00% 2.00% Solution Software for Government Support Self -paced Cybersecutiry Training RangeForce Software Solution Platform (Using Realistic 25.00% NA NA Simulations and Hands -on -Exercises) Cybersecurity Vulnerabilities Management IT Professional Technical Services, Rapid7 Solution Software (APPLICATION 3.00% Support plus Application Penetration 3.00% PENETRATION TESTING) Testing Services Cybersecurity Threat Intelligence Software IT Professional Technical Services, Recorded Future 3.00% 3.00% Solution Platform Support REI systems % Grants and Case Management Software 2.00% IT Professional Technical Services, 2.00 Solutions For Government Support Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Investigation, litigation and Compliance Relativity Data Management Software Platform 5.00% NA NA (eDiscovery) Priority Based Budgeting (PBB) Software Resource X 2.00% NA NA Platform Solution SaaS / Optimizing Application and IT Professional Technical Services, Riverbed Technology Network performance Management 2.00% 2.00% Support and Training Solution (WAN optimization, SD -WAN) Patient Transportation Managemewnt IT Professional Technical Services, Roundtrip Health 10.00% 10.00% Solution Software Support Digital Risk Management Solutions IT Professional Technical Services, RSA ° 2.00% 2.00% Software Support State and Local Government Case, Grants IT Professional Technical Services, RSM Management plus Disease Management 5.00% 10.00% Support and Surveilance Software Solution Systems Cybersecurity Data Management, Backup, IT Professional Technical Services, Rubrik Recovery, and Data protection Solution 7.00% 7.00% Support and Training Software Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 RunZero Cybersecurity Total Attack Surface and Exposure Management Solution Software SailPoint SaaS and Software Identity Management Solution SaaS / Public Sector Customer Salesforce Relationship Management (CRM), Plus Data, Sales Operations, Marketing Campaigns Management Solutions Sandvine Law Enforcement Analysis Solution Software SANS SaaS / Cybersecurity Training Solutions (Engagement Materials Pack) 2.00% NA 2.00% IT Professional Technical Services, Support 2.00% IT Professional Technical Services, Support 15.00% NA 0.75% IT Professional Technical Services, Support IVA 2.00% 2.00% NA 0.75% SANS SaaS / Cybersecurity Training Solutions 2.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / Cybersecurity Training Solutions (EndUser Security Awareness Training and SANS Knowledge Assessment, Phishing, Stand Alone Phishing, Heathcare Security Awarreness, Cyber Culture Assessment) SAP SaaS / Enterprise Resource Planning Solutions S-Dots Document Automation & E-Signature for Salesforce Solution Software SaaS / Collaboration Solution that Safeguards information exchanged between parties by employing various techniques like encryption, authentication, Secured Communications and access control, ensuring data confidentiality and integrity. (Licenses Minimum Discount for 1-99 users) *Additional Volume Discounts available based on Number of Users 15.00% NA 11.00% IT Professional Technical Services, Support 0.75% Template Building Technical Services 2.00% NA NA 1.00% 10.00% NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 iSensor Appliance (A virtual or Cybersecurity Threat Intelligence Software physical appliance that is an Intrusion Solution Platform with Extended Detection Detection System ("IDS") and Secureworks and Response (XDR) for comprehensive 2.00% Intrusion Prevention System ("IPS") threat visibility and Managed Detection Monitoring and Management and Response (MDR) Services Security and Compliance by Design Threat Security Compass Mangement and Risk Assessment Platform 2.00% NA Solutions Software Security, Threat, and Risk Intelligence Seerist 10.00% NA Platform Solutions Software Active Directory Identity Threat Detection, Semperis Prevention and Recovery Solution 10.00% NA Software / Unit Active Directory Identity Threat Detection, Semperis Prevention and Recovery Solution 20.00% NA Software / Bundle Enviromental Health and Safety (EHS) Serenity EHS Requirements Management AI -Powered 5.00% NA Solution Software System 2.00% NA HO NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS / IT Service Management (ITSM) IT Professional Technical Services, ServiceNow 1.00% 1.00% Solution Support Sherpa Budgeting Solution Software 5.00% NA NA IT Professional Technical Services, Shiftsmart Workforce Management Solution Software 2.00% 2.00% Support and Training IT Professional Technical Services, Simpplr SaaS / Employee Experience Solution 1.00% ° 1.00 % Support Low -Code Development Software Solution IT Professional Technical Services, Skuid 2.00% 2.00% Platform Support SaaS / Work Management Solution SmartSheet 2.00% NA NA Platform SaaS and Software / Identity Proofing & IT Professional Technical Services, Socu re 2.00% 2.00% Fraud Prevention Solution Support SaaS and Software / Network IT Professional Technical Services, SolarWinds 5.00% 2.00% Management Solution Maintenance and Support Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SonicCloud Desktop Hearing Personalization Solution 15.00% NA Cybersecurity Protection against threats, Sophos Malware, Ransomware and Phishing 2.00% NA Solution Software Social Media Platforms Management Sprout Social 12.00% NA Solution Software Cybersecurity Threat Intelligency Solution IT Professional Technical Services, SpyCloud 2.00% Software Support Grants Application Management Solutions Submittable 10.00% NA Software For Government Contact Center Performance Analytics and IT Professional Technical Services, SuccessKPl 2.00% Automation Solution Software Support Sumo Logic 5.00% Premium Support Data Management and Loq Analytics f01G1 NA 2.00% NA 2.00% 5.00% Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Solution Platform Software IT Professional Technical Services, Sumo Logic (Enterprise Operations) 5.00% Support and Training 10.00% Sumo Logic 5.00% AWS QuickStart 25.00% Video Conferencing Equipment Bridge IT Professional Technical Services, Synergy Sky 2.00% 2.00% Solution Software Platform Support IT Professional Technical Services, Data Mastering Management Software TAMR 10.00% Support (TAMR-GOV-ADVANCED- 10.00% Platform SUPPORT) Data Mastering Management Software TAMR CORE Hourly IT Professional TAMR 10.00% 15.00% Platform Technical Services Data Mastering Management Software TAMR Platform (CUSTOMER HOSTED and 25.00% NA NA MANAGED) IT Professional Technical Services, Tanium SaaS / Endpoint Management Solution 4.00% 4.00% Support TeamMate/Wolters Kluwer SaaS/ Audit Management Solutions 10.00% NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Login Two -factor authentication for IT Professional Technical Services, Tecnics desktops ,laptops and servers Software 1.00% 1.00% Support Solution Government Regulatory, Licensing, Thentia Compliance Management Solution 2.00% Change Request Services 2.00% Software Intranet Software Implementation Solution IT Professional Technical Services, ThoughtFarmer 10.00% ° 10.00% Software Support IT Professional Technical Services, Trellix Cybersecurity Solution Software 2.00% 2.00% Support IT Professional Technical Services, Trimble 3D Design & Modeling Solution Software 10.00% 10.00% Support IT Professional Technical Services, UberEther SaaS / Identity Management Solutions 2.00% 2.00% Support Robotic Process Automation Solution IT Professional Technical Services, UiPath 2.00% 2.00% Software Support Cloud Voice for Microsoft Teams and UniVoip UCaaS (Unified Communications as a 2.00% NA NA Service) Solutions Software Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 IT Professional Technical Services, Varonis Data Protection Solution Software 3.00% 3.00% Support Backup and Disaster Recovery Solution IT Professional Technical Services, Veeam 2.00% 2.00% Software Support Velaro Live Chat /AI Chatbot Solution Software 2.00% NA NA SaaS / Drone Inspection, Survellance and VELARY 2.50% NA NA Monitoring Solutions Machine Identity Management Solution IT Professional Technical Services, Venafi 7.00% 3.00% Software Support IT Professional Technical Services, Veracode Application Scanning Solution Software 4.55% 2.00% Support Global Database Management Software Verge 10.00% NA NA Solution Platform PEP & Sanction Screening and State Biometrick Authentication Solution Veridas 2.00% documents verification (DL & ID 5.00% Software (Physical Access) Cards) Biometrick Authentication Solution Veridas 10.00% NA NA Software Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Veridas SaaS / Biometrick Authentication Solution 15.00% NA Enterprise Data Management Solution Veritas Software Renewal / Enterprise Data Management Veritas Solution Software Business Intelligence Analytics Solution VGIT Software Vimeo End -to -End Video Solution Software Virsec Workload Protection Solution Software Virtru SaaS / Data Centric Security Solution 15.64% NA 4.50% NA 2.00% NA 5.00% NA 10.00% IT Professional Technical Services, Support 1.00% NA NA NA M NA 10.00% NA Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 SaaS and Software / Vision Assistive Vispero Technology Solution SaaS and Software / IT Infrastructure and VMware Virtualization Solutions SaaS and Software / IT Infrastructure and VMware Virtualization Solutions Virtualization Solution Software VMware Bundle -Tier 1 Virtualization Solution Software VMware Bundle -Tier 2 Virtualization Solution Software VMware Bundle -Tier 3 Virtualization Solution Software VMware Bundle -Tier 4 Virtualization Solution Software VMware Bundle -Tier 5 0.75% IT Professional Technical Services, Support 2.00% NA 3.50% IT Professional Technical Services, Support 5.00% NA 10.00% NA 15.00% NA 20.00% NA 25.00% NA 0.75% M 3.50% NA NA NA NA NA Docusion Envelope ID- 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8134 Virtualization Solution Software On Prem VMware (Discount Based off Commercial MSRP) - 43.50% NA NA Licensing Digital Adoption Platform Solution IT Professional Technical Services, WalkMe 2.00% 2.00% Software Support Encryption & Authentication Solution IT Professional Technical Services, WinMagic Corp 2.00% ° 2.00% Software Support Cloud Protection for Salesforce Solution WithSecure 15.00% NA NA Software SaaS and Software / Child Care and Eraly Wonderschool ° 2.00% NA NA Education Solution IT Professional Technical Services, Workiva End -to -end Reporting Solutions Software 16.63% 16.63% Support Zencity SaaS / Community Engagement Platform 2.00% NA NA IT Professional Technical Services, Zentera Cybersecurity Solution Software 5.00% 5.00% Support and Training Docusion Envelope ID- 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Zoom SaaS / Videotelephony Program Solution 2.00% NA NA Zscaler SaaS / Cloud Security Services Solution 10.00% NA NA Based on Manufacturer Annual Premium Support Services % Zscaler SaaS / Cloud Security Services Solution 10.00% Calculation and Cost of overall License Cost Customer Configuration Hardware sales to be as Needed in order to finalized Turnkey Solution packages for In Accordance with selected Varies Depending Hardware and Hardware Customers. hardware brand manufacture 2.00% on Customer Maintence for all brands *Note: In the event vendor's hardware cost Maintenance and Support Packages Configurations is a pass through to the Customer the available. hardware will have a 0% discount. Hardware and Hardware Maintenance will be sold with Software as part of a Turnkey Solution. Stand alone Hardware sales are not allowed under this contract. Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 Cumulative Licensing Program (CLP) Education Membership Cumulative Licensing Program (CLP) Government Membership Related Services for VAR Products Level 3 Points target: 100,000+ points 12.50% Level 2 Points target: 300,000+ points 12.50% Maintenance and Support Plus IT Professional o Technical Services 10.00% The following Software Professional Services are Services to be Performed by the Prime Vendor/or Its authorized Resellers, which are not covered by the Manufacturer Related Services listed above. IT - Professional Services (Including but not limited to: Implementation, Configuration, Brands intergration, Data Migration, Business analysis etc..) 2.00% 1 Brands Software Engineer (Design and Configuration) 2.00% 1 Brands Training 2.00% Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 Services not covered under this RFO scope are: Cloud Hosting, Development, Cloud Broker and Cloud Assessment Services, Customization of Core Software, Professional or Consulting services as defined in Chapter 2254 of the Texas Government Code. Turnkey Solutions packages to be configured based on customer requirements including, but not limited to, Software, Hardware and Services as listed above. To be Discounted at the Line Item Level On -Site Services Travel expenses will be billed separately in accordance with Exhibit A DIR Standard Terms and Conditions Section 8.5 Travel Expense Reimbursement NOTE: Vendor's quote to DIR Customers shall include the Administrative Fee. The fee will be added to the Firm Fixed Price and/or MSRP after the DIR Discount % off MSRP is applied. Docusign Envelope ID: 48EEA537-B4EF-4AD1-BA4A-1F5EEF48C8B4 EXHIBIT C Conflict of Interest Questionnaire (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 8 of 8 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. ePluS Technology, inc. 21 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer 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. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F7Yes F1 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. N/A 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). Ju,. A ►,. LV6V' h4,at"q'0"". V" 5/2/2025 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 J/U/G G.JU r Iv1 M&C Review CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas Fo RT oR? H "411� Create New From This M&C REFERENCE **M&C 25- 04FY2025 IT DATE: 5/13/2025 NO.: 0390 LOG NAME: INFRASTRUCTURE MULTI COOP CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Non -Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using the Interlocal Purchasing System for a Combined Annual Amount Up to $3,200,000.00 for Identified Vendors and Authorize Renewal Options; Authorize Execution of Non -Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using Multiple Texas Department of Information Resources Cooperative Contracts for a Combined Annual Amount Up to $5,300,000.00 for Identified Vendors and Authorize Renewal Options for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using The Interlocal Purchasing System Cooperative Contract No. TIPS 230105 with ePlus Technology, Inc., Netsync Network Solutions, Inc., and World Wide Technology, LLC, for a combined annual amount up to $3,200,000.00 and authorize four one-year renewal options in the same annual amount; 2. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5347 with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $4,200,000.00 and authorize four one-year renewal options in the same annual amount; and 3. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-TSO-4288 and its successor contract with ePlus Technology, Inc., Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $1,100,000.00 and authorize four one-year renewal options in the same annual amount. DISCUSSION: The Information Technology Solutions Department (IT Solutions) has historically utilized non-exclusive cooperative purchasing agreements to support the City's information technology (IT) infrastructure. IT infrastructure includes equipment, software, and services that support the City's servers, data storage, virtual desktop environment, network and telephone systems. Additionally, these agreements support necessary refresh of equipment that has reached the end of lifecycle and new projects for all City departments. On September 15, 2020, City Council approved Mayor & Council Communication (M&C) 20-0650 authorizing the execution of twenty-five (25) non-exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and support projects such as safety and security, new building projects, building upgrades, building renovations and building expansion. Approval of M&C 20-0650 eliminated prior spending authority authorized under M&C's P-12248, 19-0123 and 19-0270. On September 28, 2021, City Council approved M&C 21-0753 authorizing the execution of fifteen (15) non- exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 1 /3 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 G.JU r Iv1 M&C Review J/U/G upgrades necessary for New City Hall and renovations to the Fort Worth Convention Center. Approval of this M&C eliminated prior spending authority authorized under M&C 20-0650. On February 14, 2023, City Council approved M&C 23-0061 authorizing the execution of seventeen (17) non-exclusive cooperative purchase agreements to request additional spending authority necessary to support continued purchasing of IT infrastructure to support larger projects, Infrastructure refresh, New City Hall, planned American Rescue Plan Act spending, and ongoing City growth. Approval of this M&C eliminated prior spending authority authorized under M&C 21-0753. Upon Mayor and Council approval of this M&C, the IT Solutions Department will utilize these agreements to purchase IT infrastructure needed to support the City's day-to-day business activities. The IT infrastructure contracts also support planned ITS Capital Projects, including the Fiscal Year (FY) 25 Network Refresh project (City Project No. 106018) which is budgeted for $3,600,000.00 and is scheduled to be purchased in the third quarter of FY25. Over the last four (4) fiscal years, funding from ITS Capital Projects has used a significant amount of previously approved contract authority. Fiscal Year 12021 12022 12023 12024 12025 (Q 1 ITS Capital Project Contract Spend $725,411.63 $1,646,482.04 $2,059,176.76 $4,675,873.51 & Q2) $1,497,988.06 Total Contract Spend $2,565,368.37 $4,100,900.38 $6,800,823.52 $6,612,064.62 $5,798,008.59 Upon approval, non-exclusive cooperative purchase agreements will be executed utilizing the following cooperative contracts: Cooperative Agency Cooperative Reference Expiration Date Annual Amount IThe Interlocal Purchasing System TIPS 230105 5/31/2028 $3,200,000.00 Texas Department of Information Resources DIR-TSO-4288 5/22/2025 $1,100,000.00 Texas Department of Information Resources DIR-CPO-5347 1/7/2030 $4,200,000.00 The maximum combined annual amount allowed under the TIPS 230105 Cooperative Agreements with ePlus, Netsync, and WWT will be $3,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-CPO-5347 Cooperative Agreements with Netsync, Presidio, and WWT will be $4,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-TSO-4288 Cooperative Agreements with ePlus, Netsync, Presidio, and WWT will be $1,100,000.00; however, the actual amount used will be based on needs of the department and available funding. Funding is available for the agreements within the Info Technology Systems Fund in the amount of $3,500,000.00 and the remaining funding will be available upon adoption of the FY26 Operating budget. Other departments will provide separate funding when making a request for the purchase of IT Infrastructure. A funds availability verification will be performed by the participating department prior to the request. Approval of this M&C will not eliminate prior spending approval authorized under M&C 23-0061. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use these cooperative agreements to make purchases authorized by this M&C. In the event a cooperative agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 2/3 Docusign Envelope ID: 48EEA537-B4EF-4AD1 -BA4A-1 F5EEF48C8B4 L.JV r Ivl M&C Review J/V/LJ If the cooperative agreements are extended, this M&C authorized the City to purchase similar products under the extended contract. In the event a cooperative agreement is not extended, but vendor and cooperative purchasing agency execute new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreements past 2030 without seeking Council approval. BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, these agreements will be executed upon signature by the Assistant City Manager and expire in accordance with the underlying cooperative agreements. RENEWAL TERMS: The agreements may be renewed for four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds were and will be available in the current operating budget, as previously appropriated, in the Info Technology Systems Fund, and upon adoption of the Fiscal Year 2026 Budget by the City Council funds will be available in the Fiscal Year 2026 Operating Budget, as appropriated in the Info Technology Systems Fund and the General Fund. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department IAccount Project IProgram I Activity Budget Reference # Amount ID ID I Year I (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID I I Year (Chartfield 2) Submitted for City Manaaer's Office bV: Dianna Giordano (7783) Originating Department Head: Additional Information Contact: ATTACHMENTS Kevin Gunn (2015) Sallie Trotter (8442) ePlus Form 1295 Certificate 2025-1298072.pdf (CFW Internal) FID Table - FY2025 IT Infrastructure.xlsx (CFW Internal) Fund Availabilitv for FY2025 IT Infrastructure.pdf (CFW Internal) Netsvnc Form 1295 Certificate 2025-1297756.pdf (CFW Internal) Presidio Form 1295 Certificate 2025-1297055.pdf (CFW Internal) World Wide Form 1295 Certificate 2025-1297078.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 3/3