HomeMy WebLinkAboutC2020-207 - 6/23/2020 - ApprovedSERVICE AGREEMENT NO. 83921
Splunk Licenses and Support
THIS Splunk Licenses & Support ("Agreement") is entered into by and between
the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and SHI
Government Solutions, Inc. (“Contractor"), effective upon execution by the City
Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has agreed to provide Splunk Licenses and Support in
accordance with DIR-TSO-3984, DIR-TSO-3926, which is incorporated by reference as
if laid out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will resell Splunk Licenses and Support (“Services”) in
accordance with the attached Scope of Work, as shown in Attachment A, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety.
2. Term. This Agreement is for three years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or the
Contracts and Procurement Department. The parties may mutually extend the
term of this Agreement for up to zero additional zero-year periods (“Option
Period(s)”), provided, the parties do so by written amendment prior to the
expiration of the original term or the then-current Option Period. The City’s
extension authorization must be executed by the City Manager or designee.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$197,149.42, subject to approved extensions and changes. Payment will be
made for Services provided within 30 days of receipt of an acceptable invoice.
Contractor shall invoice no more frequently than once per month. All pricing
must be in accordance with the attached Bid/Pricing Schedule, as shown
in Attachment B, the content of which is incorporated by reference into
this Agreement as if fully set out here in its entirety. Any amount not expended
during the initial term or any option period may, at the City’s discretion, be
allocated for use in the next option period.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi Attn:
Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
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4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City’s Contract Administrator for this Agreement is as follows:
Alan Carlos
Information Technology
361-826-3782
alancarlos@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance (“COI”), as proof of the required insurance
coverages, to the City’s Risk Manager and the Contract Administrator.
Additionally, the City will be given at least 30 days’ advance written notice of
cancellation, material change in coverage, or intent not to renew any of the
policies. The City must be named as an additional insured. The City Attorney must
be given copies of all insurance policies within 10 days of the City Manager's
written request. Insurance requirements are as stated in Attachment C, the
content of which is incorporated by reference into this Agreement as if fully set
out here in its entirety.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement
before performance can commence, the terms, conditions, and amounts
required in the bonds and appropriate surety information are as included in the
RFB/RFP or as may be added to Attachment C, and such content is
incorporated here in this Agreement by reference as if each bond’s terms,
conditions, and amounts were fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right
to specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. City may inspect all Services and products
supplied before acceptance which must occur within 24 hours of providing the
Services at which time title and risk of loss shall fully vest to the City. Any Services
or products that are non-conforming may be replaced at no charge to the City
or returned in accordance with the Contractor’s Return Policy at
www.shi.com/returnpolicy, provided that the request for such return was made
within the OEM or distributor’s allowable time period for return after receipt of
product by City.
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8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new. The Contractor warrants that it has clear title to the products and that
the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
(C) Contractor warrants that all resell services will be performed in
accordance with the standard of care used by similarly situated contractors
performing similar services.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the
Bid/Pricing Schedule are estimates only and do not obligate the City to order or
accept more than the City’s actual requirements nor do the estimates restrict
the City from ordering less than its actual needs during the term of the Agreement
and including any Option Period. Substitutions and deviations from the City’s
product requirements or specifications are prohibited without the prior written
approval of the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City’s
City Council to determine whether or not to fund this Agreement. The City does
not represent that this budget item will be adopted, as said determination is
within the City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Resell Services in
its own manner and method, and under no circumstances or conditions will any
agent, servant or employee of the Contractor be considered an employee of
the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors
and their employees to the same extent as if the Contractor and its employees
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had performed the work. The City may, at the City’s sole discretion, choose not
to accept Resell Services performed by a subcontractor that was not approved
in accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the
City Manager shall be provided proof of payment of these taxes within 15 days
of such request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified
mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Alan Carlos
Assistant Director of IT
1201 Leopard Street, Corpus Christi, Texas 78401
Phone: (361) 826-3782
IF TO CONTRACTOR:
SHI Government Solutions, Inc.
Attn: Monica Pesl
Account Executive
1301 S. MoPac Expressway, Suite 375, Austin, Texas 78746
Phone: (210) 427-6266
Fax: (512) 732-0232
17.CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS (“INDEMNITEES”) FROM AND AGAINST ANY AND ALL
LIABILITY, LOSS, THIRD PARTY CLAIMS, DEMANDS, SUITS, AND CAUSES
OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON
ACCOUNT OF PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR
ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL
EXPENSES OF LITIGATION, COURT COSTS, REASONABLE ATTORNEYS’
FEES AND EXPERT WITNESS FEES, WHICH ARE CAUSED BY THE GROSS
NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF LAW OF THE
CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT
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ITS OWN EXPENSE, INVESTIGATE ALL THIRD PARTY CLAIMS AND
DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION,
DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY
TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND
ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR
RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS,
DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS
OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Limitation of Liability.
(A) NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR
DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK
STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE
AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
(B) EXCEPT IN THE CASE OF A PARTY’S OBLIGATION TO INDEMNIFY FOR THIRD PARTY
CLAIMS UNDER ARTICLE 17 (INDEMNIFICATION), EITHER PARTY’S TOTAL
CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT,
WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED THE TOTAL
AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO CONTRACTOR
UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE
CAUSE FOR SUCH LIABILITY. THE CITY ACKNOWLEDGES THAT SUCH AMOUNT
REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT
RESELLER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS
LIABILITY.
19. Termination.
(A) Either Party may terminate this Agreement for failure to comply with any of
the terms of this Agreement. The Contract Administrator must give the defaulting
Party written notice of the breach and set out a reasonable opportunity to
cure. If the Contractor has not cured within the cure period, the City Manager
may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to
the Contractor for failure to pay or provide proof of payment of taxes as set out
in this Agreement.
20. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide
a copy of the owner’s manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to
this Agreement. Contractor will provide such documentation upon delivery of
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such equipment and prior to receipt of the final payment by the City if the
owner’s manual and/or preventative maintenance guidelines are provided by
the OEM.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives
written consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable
and, if, for any reason, any provision or part of this Agreement is determined to
be invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between
this Agreement, its attachments, and exhibits, such conflicts and inconsistencies
will be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments);
B. its attachments; then
C. DIR Agreement No. DIR-TSO-3984, DIR-TSO-3926.
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 “Certificate of Interested Parties” as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City
laws in the performance of this Agreement. The applicable law for any legal
disputes arising out of this Agreement is the law of the State of Texas, and such
form and venue for such disputes is the appropriate district, county, or justice
court in and for Nueces County, Texas.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter
J, Chapter 552, Government Code, may apply to this contract and the
Contractor agrees that the contract can be terminated if the Contractor
knowingly or intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between
the parties concerning the subject matter of this Agreement and supersedes all
prior negotiations, arrangements, agreements and understandings, either oral
or written, between the parties.
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CONTRACTOR
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
Kim Baker
Director of Contracts and Procurement
Date: _________________________
Approved as to legal form: ___________________
______________________________________________
Assistant City Attorney
for Miles Risley, City Attorney
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. DIR-TSO-3984, DIR-TSO-3926
Exhibit 2: Contractor’s Bid/Proposal Response
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5/28/2020
Senior Lead Contract Specialist
Kristina Mann
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M2020-106
06-23-2020
___________________Authorized By
Council ________________________
6/24/2020
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
Attachment A: Scope of Work
A. Background
Splunk is a Security Event and Information Management system that
collects logs from various IT systems and devices for security to review and
receive alerts.
B. Scope of Work
1.The Contractor shall provide the following software licenses and
professional services:
a.Splunk Cloud Subscription with Standard Success Plan – 100 GB/day
b.Splunk Professional Services Daily Rate Splunk, Inc., for a quantity of 10
days consisting of an 8-hour day each
c.User Conference Attendance Conference Year for 2020 at no charge
for four users
2.The Contractor will deliver the licenses via the manufacturer’s Splunk
Web Portal.
C. Point of Contact
Alan Carlos, Assistant Director of IT
361-826-3782
alancarlos@cctexas.com
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Pricing Proposal
Quotation #: 18695437
Created On: 4/1/2020
Valid Until: 6/19/2020
CITY OF CORPUS CHRISTI Inside Account Manager
Andrew Sutherland
1201 Leopard Street
Accounts Payable
Corpus Christi, TX 78401
United States
Phone:
Fax:
Email:AndrewS@cctexas.com
Brett Yajcaji
1301 South Mo-Pac Expressway
Suite 375
Austin, TX 78746
Send PO to: Texas@shi.com
Phone: 732-652-0255
Fax:
Email:Brett_Yajcaji@shi.com
All Prices are in US Dollar (USD)
Product Qty Retail Your Price Total
1 Splunk Cloud Subscription with Standard Success Plan - 100 GB/day
Splunk - Part#: SE-S-CLD-ST
Contract Name: Software
Contract #: DIR-TSO-3984
Coverage Term: – 4/29/2021
Note: Discount Off List - 28% Year 1
1 $80,000.00 $57,508.14 $57,508.14
2 Splunk Professional Services Daily Rate Splunk, Inc
Splunk - Part#: PS-DAY
Contract Name: Emergency Preparedness (Carahsoft)
Contract #: DIR-TSO-3926
Coverage Term: – 4/29/2021
Note: Discount Off List - 1.50% Year 1
10 $2,500.00 $2,462.50 $24,625.00
3 .conf User Conference Attendance Conference Year = 2020
Splunk - Part#: USER-CONF-REG
Contract Name: Software
Contract #: DIR-TSO-3984
Note: Discount Off List -100% - Year 1
4 $1,895.00 $0.00 $0.00
4 Splunk Cloud Subscription with Standard Success Plan - 100 GB/day
Splunk - Part#: SE-S-CLD-ST
Contract Name: Software
Contract #: DIR-TSO-3984
Coverage Term: 4/30/2021 – 4/29/2022
Note: Discount Off List - 28% Year 2
1 $80,000.00 $57,508.14 $57,508.14
5 Splunk Cloud Subscription with Standard Success Plan - 100 GB/day
Splunk - Part#: SE-S-CLD-ST
Contract Name: Software
Contract #: DIR-TSO-3984
Coverage Term: 4/30/2022 – 4/29/2023
Note: Discount Off List - 28% Year 3
1 $80,000.00 $57,508.14 $57,508.14
Subtotal $197,149.42
Shipping $0.00
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Attachment B: Bid/Pricing Schedule
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Attachment C: Insurance Requirements
Insurance and bond are not required for this service agreement;
therefore, Section 5 Insurance; Bonds, subsection 5 (A) and 5 (B) are null
and void.
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Attachment D: Warranty Requirements
Warranty is not required for this service agreement; therefore,
Section 8, Warranty, subsection 8 (A) and 8 (B) is null and void.
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