DATE: June 12, 2018
TO: Board of Supervisors
SUBMITTED BY: Robert W. Bash, Director of Internal Services/Chief Information Officer
SUBJECT: Master Agreement with CommVault Systems Inc.
RECOMMENDED ACTION(S):
TITLE
1. Make a finding that it is in the best interest of the County to waive the competitive bidding process under Administrative Policy No. 34 under the "unusual or extraordinary circumstances" exception in order to maintain the software and support necessary to backup data and files currently used throughout the County.
1. Approve and authorize the Chairman to execute a Master Agreement with Commvault Systems, Inc., for software products used with the County's enterprise backup and recovery solution for critical applications, effective upon signing, not to exceed five consecutive years, which includes a three-year base contract and two optional one-year extensions, total not to exceed $1,200,000.
2. Authorize the Chief Information Officer to make amendments to Exhibit A, for the purchase of additional hardware components and/or associated data support services, not to exceed the maximum contract limit.
REPORT
Commvault Systems, Inc. (Commvault) software was initially purchased from a reseller in 2001; an agreement was not required for the software’s initial purchase and 1st year of maintenance. Following 2001, Commvault maintenance was managed outside of a maintenance agreement on a case-per-case basis, through trained County personnel. Due to new Commvault management, an Agreement was executed between the County and Commvault in 2008 to establish a formal relationship; Agreement (08-604) expired on October 31, 2012. A new Agreement with Commvault, including new equipment pricing, maintenance costs, and existing maintenance costs, was approved on July 9, 2013, and subsequent one-year extensions were authorized on July 9, 2016, and July 9, 2017. The 2013 Agreement is now exhausted, and a new Master Agreement is required to continue data backup processes for existing, purchased products. A new agreement should provide for the purchase of new products, if such purchases are deemed appropriate, to maintain a reliable and secure County data management framework. This item is countywide.
ALTERNATIVE ACTION(S):
If this Agreement is not approved, an alternate method of backup and recovery of Fresno
County critical applications and data must be found. In the meantime, the County will continue to utilize Commvault's un-supported software, and be unable to upgrade existing services until an alternate vendor is selected and fully implemented. The County would be vulnerable to potential loss of, or damage to, critical files with limited means to recover or restore the data.
Suspension of Competition/Sole Source Contract:
The Internal Services Department, Information Technology Services Division (ISD-IT) is requesting that the County waive the competitive bidding process under Administrative Policy No. 34 under the "unusual or extraordinary circumstances" exception in order to provide continued support for these proprietary products which have been in use by the County since 2001 and are an integral part of the County's data integrity and security model. Commvault products, licenses, and technical support are proprietary and cannot be purchased from any vendor. The financial and personnel investment in the product is very significant and replacement is not feasible.
FISCAL IMPACT:
There is no increase in the current year net County cost. Appropriated funding was budgeted for
Commvault licensing and data conversion in the FY 2017-18 budget. Funding for future years will be included in future years' Org 8905 budget requests, submitted for your Board's consideration.
DISCUSSION:
Commvault is an integral part of Fresno County's data integrity and security model. The Commvault software is used for backup and recovery of all key data stores including email, databases, and application data. Critical data/files having a mandated retention of up to six (6) years, are managed with Commvault software products. If the County were to purchase another backup product/system it would be necessary to conduct a very expensive and lengthy conversion process or run a redundant system for six years. Staff is fully trained, experienced and certified in all operational aspects of Commvault products. Over 30 California counties, including Los Angeles County, San Francisco City and County and Orange County use Commvault for their backup and recovery system.
The recommended Agreement is in the form required by the vendor, and therefore is not in the standard County model contract format. The recommended Agreement provides that Commvault’s entire liability related to or in connection with the performance of support services under the Agreement may not exceed the actual amount received by Commvault for the most recent annual fee under the Agreement. The recommended Agreement uses non-standard indemnification and defense language in favor of the County. These nonstandard provisions were accepted by the County in the prior agreement. Also, the recommended Agreement allows for a combination of insurance and or self-retention insurance for both parties and does not contain an Independent Contractor clause. Commvault is non-compliant regarding the County's Self-Dealing Transaction provision, but provides information regarding "Transactions with Related Persons" in their online annual financial statement. ITSD believes that the benefits of the recommended Agreement outweigh the risks and recommends approval of this Agreement by your Board as a prudent business decision.
The recommended Agreement term is for three years with the option of two additional one-year renewals. A maximum overall expenditure of $600,000 is established for the first three years, with additional $300,000 budgetary accruals for each of the optional extension years four and five ($1,200,000 maximum allocation for the overall Term). Commvault may increase charges up to three percent (3%) annually for each of the years four (4) and five (5), separately. Commvault may increase charges if new features are required, optional new products are offered or an upgraded maintenance policy is selected. The Agreement allows Commvault to change payment terms if the County is delinquent on any payment.
ATTACHMENTS INCLUDED AND/OR ON FILE:
On File with Clerk - Agreement with Commvault Systems Inc.
CAO ANALYST:
Juan Lopez