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Home My WebLink AboutC2021-111 - 4/13/2021 - Approved DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO �Q �1k SERVICE AGREEMENT NO. 98327 ManageEngine Software Licenses 1852 THIS ManageEngine Software Licenses(''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 ManageEngine Software Licenses in accordance with Buyboard #579-19, 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 ManageEngine Software Licenses ("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 Division. 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. a Compensation and Payment. This Agreement is for an amount not to exceed $73,581 .00, 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: Service Agreement Template - SHI DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 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 asfollows: Phillip Grant IT Department 361-826-3845 Phillipg2Ccctexas.com S 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 Page 2 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO or returned in accordance with the Contractor's Return Policy at wwwashiacom/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. a 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 orencumbrances. (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. 10L Non-Appropriation. The continuation of this Agreement after the close of any fiscal yearof the City,which fiscal yearends on September30'hannually,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 Page 3 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO 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 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. la 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 thesame. IS 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: Phillip Grant IT Infrastructure Manager 1201 Leopard Street, Corpus Christi, TX 78401 Phone: 361-826-3845 Fax: n/a IF TO CONTRACTOR: SHI Government Solutions, Inc. Attn: Monica Pesl SHI Account Executive- South Texas 3828 Pecana Trail, Austin, TX 78749 Phone: 800-870-6079 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 Page 4 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO 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 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. is 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 Page 5 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO in this Agreement. 2D. 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 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. Buyboard #579-19 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 Page 6 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO knowingly or intentionally fails to comply with a requirement of thatsubchapter. 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. CONTRACTOR Signature'. ,s Printed Name. Elisabeth Arnold Title. Lead Contracts Specialist Date: 03/08/2021 M2021-072 Authorized By Council 04/13/2021 CITY OF CORPUS CHRISTI DocuSigned by: e� n � �''D{LS F7 4 r, E5 4EC... V(� Er /�-15 Josh � ron1ey Interim Assistant Director of Contracts and Procurements Date: 4/14/2021 Approved as to legal form: DocuSigned by: Q.(vKL), �(WV1&_r4,?J 4/12/2021 ATTEST: DocuSigned by: gF0'Y9�BE Assistant City Attorney .,. - ., j Rebecca Huerta Attached and Incorporated by Reference: City Secretary Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Page 7 of 7 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO Attachment A: Scope of Work PROJECT NAME: Manage Engine Software Licenses PROJECT ADDRESS: City of Corpus Christi IT Department, 1201 Leopard Street, IT Basement, Corpus Christi, TX 78401. Scope of Work: 1 . The Contractor shall resell the following ManageEngine licenses which will include maintenance and support: Quantity Part Number Description 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85401.065 Model-Annual subscription fee for 3500 computers and Single user license for 3-years 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85301.04AS Model Annual subscription fee for Additional 10 User for 3 y-ears 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85401.01FWS Model-Annual Subscription fee for Secure Gateway Server for 3- yea rs 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85301.04AS Model Annual subscription fee for Additional 10 User for 3-years 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85401.035 Model Annual subscription fee for 350 Servers and Single User License for 3-years 1 ZOHO Corporation— ManageEngine Patch Manager Plus Enterprise Edition-Subscription Part#: 85411.055 Model Annual subscription fee for 350 Servers and Single User License for 3-years 1 ZOHO Corporation— ManageEngine ADAudit Plus Standard Edition-Subscription Model- Part#: 88105.OSD3 Annual Subscription fee for 12 Domain Controllers for 3-years 1 ZOHO Corporation— ManageEngine ADAudit Plus Standard Edition-Subscription Model- Part#: 88105.OSF2 Annual subscription fee for 5 File Servers for 3-years 1 ZOHO Corporation— ManageEngine ADManager Plus Professional Edition-Subscription Part#: 87046.65 Model Annual subscription fee for 1 Domain (Unrestricted Objects) with 15 help desk Technician for 3-years 1 ZOHO Corporation— ManageEngine Key Manager Plus-Subscription Model-Annual Part#: 15005.0851 subscription fee for 50 Keys for 3-years 2. The term of the agreement will be for three years. 3. The Contractor shall include support for all licenses and products listed above which will include phone and web support; Monday through Friday during the hours of 8:00 a.m. to 5:00 P.M. 4. The Contractor shall ensure the licenses are delivered electronically to Contract Administrator. DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO Pricing Proposal Quotation#: 19780033 Created On: Dec-04-2020 Valid Until: Apr-30-2021 CITY OF CORPUS CHRISTI IAM Sam Bhakta Gregory Gonedes Phone:361826-3094 SHI Government Solutions Fax: 3828 Pecana Trail Email: samitb@cctexas.com Austin,TX 78749 Send PO's to:Texas@shi.com 8008706079 5127320232 Phone: 800-870-6079 Fax: 512-732-0232 Email: gregory_gonedes@shi.com All Prices are in US Dollar(USD) Product Qty Retail Your Price Total 1 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $32,025.00 $22,489.00 $22,489.00 Model-Annual subscription fee for 3500 computers and Single user license for 3 years ZOHO Corporation-Part#:85401.06S Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 2 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $3,500.00 $3,059.00 $3,059.00 Model Annual subscription fee for Additional 10 User for 3 years ZOHO Corporation-Part#: 85301.04AS Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 3 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $900.00 $742.00 $742.00 Model-Annual Subscription fee for Secure Gateway Server for 3 years ZOHO Corporation-Part#:85401.01 FWS Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 4 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $3,200.00 $2,953.00 $2,953.00 Model Annual subscription fee for Additional 10 User for 3 years ZOHO Corporation-Part#: NPN-85301.04AS Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 5 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $2,300.00 $1,818.00 $1,818.00 Model Annual subscription fee for 350 Servers and Single User License for 3 years ZOHO Corporation-Part#:85401.03S Contract Name: BuyBoard-Technology DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO Contract#: 579-19 Note: Discount Off List-5% 6 ManageEngine Patch Manager Plus Enterprise Edition-Subscription 1 $11,000.00 $10,600.00 $10,600.00 Model Annual subscription fee for 350 Servers and Single User License for 3 years ZOHO Corporation-Part#:85411.05S Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 7 ManageEngine ADAudit Plus Standard Edition-Subscription Model- 1 $8,000.00 $6,843.00 $6,843.00 Annual Subscription fee for 12 Domain Controllers for 3 years ZOHO Corporation-Part#:88105.OSD3 Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 8 ManageEngine ADAudit Plus Standard Edition-Subscription Model- 1 $3,500.00 $2,900.00 $2,900.00 Annual subscription fee for 5 File Servers for 3 years ZOHO Corporation-Part#: 88105.OSF2 Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 9 ManageEngine ADM anager Plus Professional Edition-Subscription 1 $22,000.00 $19,913.00 $19,913.00 Model Annual subscription fee for 1 Domain(Unrestricted Objects) with 15 help desk Technician for 3 years ZOHO Corporation-Part#: 87046.6S Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% 10 ManageEngine Key Manager Plus-Subscription Model-Annual 1 $2,500.00 $2,264.00 $2,264.00 subscription fee for 50 Keys for 3 years ZOHO Corporation-Part#: 15005.0851 Contract Name: BuyBoard-Technology Contract#: 579-19 Note: Discount Off List-5% Subtotal $73,581.00 Shipping $0.00 Total $73,581.00 Additional Comments Thank you for choosing SHI-GS! The pricing offered on this quote proposal is valid through the expiration date set above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address, Quote Number, and applicable Contract Number when submitting a Purchase Order. SHI Government Solutions, Inc. is 100%Minority Owned,Woman Owned Business.TAX ID#22-3695478; DUNS#14-724-3096 Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations. The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item. DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO Attachment C: Insurance Requirements Insurance is not required for this service agreement; therefore, Section 5- Insurance; Bonds, subsection 5(A) and 5(B) is null and void. Page 1 of 1 DocuSign Envelope ID:5134E502-3FA7-4A1A-82A5-F29843CECDFO Attachment D: Warranty Requirements Warranty is not required in this service agreement; therefore, Section 8-Warranty, subsection 8(A) and 8(B) is null and void. Page 1 of 1