HomeMy WebLinkAboutContract 53399 CITY SECRETARY
CONTRACT NO. 339
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and Presidio Networked Solutions
Group LLC, a Delaware limited liability company ("Vendor") to purchase ongoing support and
maintenance of the City's enterprise data and voice network communications systems] under a
cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents") which s hall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B — Vendor's Quote 2003219911428-01, 2003219917174-01 and
2003219911544-03; and
3. Schedule C—The Interlocal Purchasing System (TIPS) Contract No. 1418050101
("Cooperative Contract")
Schedules A, B and C which are attached hereto and incorporated herein, are made a part
of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement
and the Cooperative Contract,then the Fort Worth Agreement shall control, but only to the extent
allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed Two Hundred and Eighty Thousand dollars 00/100
($280,000.00)per year.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
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JAN 15 2020
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Cooperative Purchase age of 28
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Name: Kevin Gunn requirements.
Title: Assistant /City Manager
Date: 11101 U
By:
Approval Recommended: Name: Bobby Lee
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By:
Name: o er ght
Title: Interim Director, IT Solutions
By: -
Attest: Name: J B. StWng
Title: Assistant City A orney
Contract Wthorizatio,.:
By. " :� M&C: 19-0270 i0/aq/19
Name: Ntry J. Ka .. } . e ftf) lags. a019—5P451 i
Title: City Secretary
VENDOR: ;''
Presidio Networked Solutions Group LLC.
6U
By+<irn Dukes(Jan 7,2020
Name:
TitlLDirector of Sales Operations
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Cooperative Purchase Page 2 of 28
Schedule A
CITY OF FORT WORTH TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
L0 DEFINITION OF BUYER
The City of Fort Worth.its officers,agents,servants,authorized employees,vendors and sub-vendors who act on
behalf'of various City departments,bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant,Contractor(s),supplier,Contractor(s)or other provider of goods and"or services,its officers,
agents,servants.employees,vendors and sub-vendors who act on behalf of the entity under a contract with the
City of Fort Worth.
3.0 PUBLIC INFORMATION
Any,information submitted to the City of Fort Worth(the"City")may be requested by a member of the public
under the Texas Public Information Act.See TEX.GOV'T CODE ANN.§§552.002,552.128(c)(West Supp.
2006).if the City receives a request for a Seller's proprietary information,the Seller listed in the request will be
notified and given an opportunity to make arguments to the Texas Attorney General's Office(the"AG")
regarding reasons the Seller believes that its information may not lawfully be released.If Seller does not make
arguments or the AG rejects the arguments Seller makes,Seller's information will be released without penalty to
the Citv.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract with Buyer or be
financially interested,directly or indirectly,in the sale to Buyer of any land,materials,supplies or services,except
on behalf of Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in
office,and any officer or employee found guilty thereof shall there by forfeit his office or position.Any violation
of this section with the knowledge,expressed or implied,of the person or corporation contracting with the City
Council shall render the contract invalid by the City Manager or the City Council.(Chapter XXViI,Section 16,
City of Port Worth Charter)
5.0 ORDERS
5.1 No employees of the Buyer or its officers,agents.servants,vendors or sub-vendors who act on behalf of
various City departments;bodies or agencies are authorized to place orders for goods ancUor services without
providing approved contract numbers,purchase order numbers,or release numbers issued by the Buyer.The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1),(2),or(3).in the case of emergencies,the Buyer's Purchasing Division will place
such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number,purchase
order number,or release number issued by the Buyer may result in rejection of delivery,return of goods at
the Seller's cost and/or non-payment.
6.0 SELLER TO PACKAGE GOODS
Cooperative Purchase Page 3 of 28
Seller will package goods in accordance with good commercial practice.Each shipping container,shall be clearly
and permanently marked as follows:(a)Seller's name and address:(bi Consignees name,address and purchase
order or purchase change order number;(c)Container number and total number of containers,e.g.,box I of 4
boxes;and(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless
otherwise provided.Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications.Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation,and no tender of a bill of lading will operate as a
tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of
the goods at the point or points of delivery after inspection and acceptance of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terns shall be F.O.B.Destination,Freight Prepaid and Allowed,unless delivery terns are specified
otherwise in Seller's proposals.Buyer agrees to reimburse Seller for transportation costs in the amount specified
in Seller's proposals or actual costs,whichever is lower,if the quoted delivery terms do not include transportation
costs;provided,Buyer shall have the right to designate what method of transportation shall be used to ship the
goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the"Ship to"block of the purchase order,purchase change order,or
release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.Seller shall be responsible
for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate,on each purchase order or purchase change order after each
delivery.Invoices shall indicate the purchase order or purchase change order number.Invoices shall be
itemized and transportation charges,if any,shall be listed separately.A copy of the bill of lading and the
freight waybill,when applicable,should be attached to the invoice.Seller shall mail or deliver invoices to
Buyer's Department and address as set forth in the block of the purchase order,purchase change order or
release order entitled"Ship to."Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
12.2 Seller shall not include Federal Excise,State or City Sales Tax in its invoices.The Buyer shall furnish a tax
exemption certificate upon Seller's request.
Cooperative Purchase Page 4 of 28
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no
higher than Seller's current prices on orders by others for products and services of the kind and specification
covered by this agreement for similar quantities under like conditions and methods of purchase.In the event
Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's
proposals.,
13.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an
agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an
established commercial or selling agency that is maintained by Seller for the purpose of securing business.For breach or
violation of this warranty,Buyer shall have the right,in addition to any other right or rights arising pursuant to said
purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage,
brokerage or contingent fee,or otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY
Seller warrants that the goods furnished will conform to Buyer's specifications,drawings and descriptions listed in
the proposal invitation,and the sample(s)furnished by Seller,if any.In the event of a conflict between Buyer's
specifications,drawings,and descriptions,Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S.Department of Labor under the Occupational Safety and Health Act(OSHA)of 1970,as amended.In the
event the product does not conform to OSHA standards,Buyer may return the product for correction or
replacement at Seller's expense.In the event Seller fails to make appropriate correction within a reasonable time,
any correction made by Buyer will be at Seller's expense.Where no correction is or can be made,Seller shall
refund all monies received for suet)goods within thirty(30)days after request is made by Buyer in writing and
received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance
with Section 29.0 ofthese terms and conditions.Failure to make such refund shall constitute breach and cause this
contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables,except for third party manufactures products and services resold
to the City and governed by the manufactures licenses,support,maintenance or services agreements between
the City and manufacturer, or any part thereof,furnished hereunder,including but not limited to:programs,
documentation,software,analyses,applications,methods,ways,and processes(in this Section each
individually referred to as a"Deliverable"and collectively as the"Deliverables,")do not infringe upon or
violate any patent,copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or
other third party proprietary-rights,in the performance of services under this Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any
patent,copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or
supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with
providing the services,or the City's continued use of the Deliverable(s)hereunder.
Cooperative Purchase Page 5 of 28
17.3 SELLER 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 this Agreement,it being understood that this agreement to indemnify,
defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as SELLER
bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,
SELLER 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 SELLER 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 this 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,SELLER shall fully participate and cooperate with the City in defense of such claim or
action.City agrees to give SELLER timely written notice of any such claim or action,with copies of all
papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate SELLER's duty to indemnify the City under this 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,SELLER shalt,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 SELLER,terminate this
Agreement,and refund all amounts paid to SELLER by the City,subsequent to which termination.City may
seek any and all remedies available to City under law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses,evaluations,reports,memoranda,letters,ideas,processes,methods,
programs,and manuals that were developed,prepared,conceived,made or suggested by the Seller for the City
pursuant to a Work Order,including all such developments as are originated or conceived during the term of the
Contract and that are completed or reduced to writing thereafter(the"Work Product")and Seller acknowledges
that such Work Product may be considered"work(s)made for hire"and will be and remain the exclusive property
of the City.To the extent that the Work Product,under applicable law,may not be considered work(s)made for
hire,Seller hereby agrees that this Agreement effectively transfers,grants,conveys,and assigns exclusively to
Buyer,all rights,title and ownership interests,including copyright,which Seller may have in any Work Product
or any tangible media embodying such Work Product,without the necessity of any further consideration,and
Buyer shall be entitled to obtain and hold in is own name,all Intellectual Property rights in and to the Work
Product.Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product.
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the"Network").if Seller requires
access,whether onsite or remote,to the City's network to provide services hereunder,and the Seller is required to
utilize the Internet,Intranet,email,City database,or other network application,Seller shall separately execute the
Cooperative Purchase Page 6 of 28
City's`network Access Agreement prior to providing such services.A copy of the City's standard Network
Access Agreement can he provided upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered
portion of this order if Seller breaches any of the terms hereof,including warranties of Seller.Such right of
cancellation is in addition to and not in lieu of any other remedies,which Buyer may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer
before the delivery performance of the work or delivery of the purchased goods to the Buyer,with or without
cause,at any time upon the delivery to Seller of a written"Notice of Termination"specifying the extent to which
performance of work or the goods to be purchased under the order is terminated and the date upon which such
termination becomes effective.Such right of termination is in addition to and not in lieu of any other termination
rights of Buyer as set forth herein.
22.0 ASSIGNMENT/DELEGATION
No interest,obligation or right of Seller,including the right to receive payment,under this contract shall be
assigned or delegated to another entity without the express written consent of Buyer.Any attempted assignment
or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with
this paragraph.Prior to Buyer giving its consent,Seller agrees that Seller.shall provide,at no additional cost to
Buyer,all documents,as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and
transfer of rights,interests,or obligations to another entity.The documents that may be requested include,but are
not limited to,Articles of Incorporation and related amendments,Certificate of Merger.IRS Form W-9 to verify
tax identification number,etc.Buyer reserves the right to withhold all payments to any entity other than Seller,if
Seller is not in compliance with this provision.If Seller fails to provide necessary information in accordance with
this section,Buyer shall not be liable for any penalties,fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in pan by a waiver or
renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is
signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract,or unless stated otherwise,the Agreement between Buyer and
Seller shall consist of these Standard Terms and Conditions together with any applicable proposal documents
published by the Buyer and Seller's Response to such proposal(the"contract documents").This Agreement is
intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement.No course of prior dealings between the parties and no usage of trade
shall be relevant to supplement or explain any term used in this Agreement.Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement
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even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.
Whenever a term defined by the Uniform Commercial Code(UCC)is used in this Agreement,the definition
contained in the UCC shall control.In the event of a conflict between the contract documents,the order of
precedence shall be these Standard Terms and Conditions,the Buyer's published proposal documents and the
Seller's response.if Buyer and Setter have otherwise negotiated a contract,this Agreement shall not apply.
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term"Uniform Commercial
Code"or"UCC"is used.It shall be construed as meaning the Uniform Commercial Code as adopted and
amended in the State of Texas.Both parties agree that venue for any litigation arising from this contract shall be
in Fort Worth,Tarrant County,Texas.This contract shall be govemed,construed and enforced under the laws of
the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent Contractor(s)and not as an officer,agent,servant or employee of
Buyer.Seller shall have exclusive control of,and the exclusive right to control,the details of its operations
hereunder,and all persons performing same,and shall be solely responsible for the acts and omissions of its
officers,agents,employees,vendors and sub-vendors.The doctrine of respondeat superior shall not apply as
between Buyer and Seller,its officers,agents,employees,vendors and sub-vendors.Nothing herein shall be
construed as creating a partnership or joint enterprise between Buyer and Seller,its officers,agents,employees,
vendors and sub-vendors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS,OF ANY KIND OR CHARACTER,WHETHER REAL OR
ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER,ITS OFFICERS,AGENTS,
SERVANTS OR EMPLOYEES.
CITY AGREES THAT RESF.LLF,R SHALL.HAVE NO LIABILITY r0 CITY FOR CONSEQUENTIAL,
EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT INCLUDING ANY WORK PRODUCT,EVEN IF RESEL.LER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES WITH THE EXCEPTION OF DIRECT DAMAGES TO CITY
RESULTING FROM RESELLER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.IN NO
EVENT SHALL RESELLER BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE SERVICES IN EXCESS OF THE AMOUNTS
PAID BY CITY HEREUNDER.
28.2 INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD
HARMLESS AND DEFEND THE CITY(ALSO REFERRED TO AS BUYER),ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR
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LAWSUITS OF ANY KiND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER
PROPERTY DAMAGE,OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL
PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OFSFLLF.R,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
29.0 SFVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,be held to be invalid,
illegal or unenforceable in any respect,such invalidity,illegality or unenforceability shall not affect any other
provision of this agreement,which agreement shall be construed as ifsuch invalid,illegal or unenforceable
provision had never been contained herein.
30.0 FiSCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due
under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be
terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense
to Buyer of any kind whatsoever,except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been
delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed
envelope with sufficient postage attached,addressed to Purchasing Manager,City of Fort Worth,Purchasing
Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have
been delivered three(3)business days following the day such notice is deposited in the United States mail,in a
sealed envelope with sufficient postage attached,addressed to the address given by Seller in its response to
Buyer's invitation to proposals.Or if sent via express courier or hand delivery,notice is considered received upon
delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17,Article 111,Division 3
("E;mployment Practices"),of the City Code of the City of Port Worth(1986),as amended,and Seller hereby
covenants and agrees that Seller,its employees,officers,agents,vendors or sub-vendors,have fully complied
with all provisions of sarne and that no employee,participant,applicant,Contractor(s)or sub-Contractor(s)has
been discriminated against according to the terms of such Ordinance by Seller,its employees,officers,agents,
Contractor(s)or suh-vcndors herein.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration&Nationality Act(iNA)which includes provisions addressing
employment eligibility.employment verification,and nondiscrimination. Vendor shall verify the identity and
employment eligibility of all employees who perform work under this Agreement.Vendor shall complete the
Employment Eligibility Verification Form(1-9),maintain photocopies of all supporting employment eligibility
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and identity documentation for all employees,and upon request,provide City with copies of all 1-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement.Vendor shall
establish appropriate procedures and controls so that no services will be performed by any employee who is not
legally eligible to perform such services.Vendor shall provide City with a certification letter that it has complied
with the verification requirements required by this Agreement.Vendor shall indemnify City from any penalties or
liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
34.0 HEALTH,SAFETY,AND ENVIRONMENTAL REOL'IREMENTS
Services,products,materials,and supplies provided by the Seller must meet or exceed all applicable health,
safety,and the environmental laws,requirements,and standards.In addition,Seller agrees to obtain and pay,at its
own expense,for all licenses,permits,certificates,and inspections necessary to provide the products or to
perform the services hereunder.Seller shall indemnify Buyer from anv penalties or liabilities due to violations of
this provision.Buyer shall have the right to immediately terminate this Agreement for violations of this provision
by Seller.
3 5.0 RiGHT TO AUDIT
Seller agrees that the Buyer,or Buyer's authorized representative,sha 1,until the expiration of three(3)years after
final payment under this contract,and at no additional cost to Buyer,have access to and the right to examine and
copy any directly pertinent books,computer disks,digital files,documents,papers and records of the Seller
involving transactions relating to this contract,including any and all records maintained pursuant to Section 31 of
this Agreement.Seller agrees that the Buyer shall have access,during normal working hours,to all necessary
Seller facilities,and shall be provided adequate and appropriate workspace.in order to conduct audits in
compliance with the provisions of this section.Buyer shall pay Seller for reasonable costs of any copying in
accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable
advance written notice of intended audits,but no less than ten(10)bLL-iness days.
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities,Act of 1990(A DA),Seller warrants that it
and any and all of its sub-vendors will not unlawfully discriminate on the bads of disability in the provision of
services to general public,nor in the availability.terms an d/or conditions of employment for applicants for
employment with,or employees of Seller or any of its sub-vendors.Seller warrants it will fully comply with
ADA's provisions and any other applicable federal,state and local laws concerning disability and will defend.
indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or sub-vendors
against Buyer arising out of Seller's and'or its sub-vendors alleged failure to comply with the above-referenced
laws concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall tint attempt to resolve the matter
through this dispute resolution process.The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach.The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute.Within ten
(10)business days of receipt of the notice,both parties shall make a good faith effort,either through email,mail.
phone conference,in person meetings,or other reasonable means to resolve,iny claim.dispute,breach or other
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matter in question that may arise out of,or in connection with this Agreement.If the parties fail to resolve the
dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the
matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance
with the lndustry Arbitration Rules of the American Arbitration Association or other applicable rules governing
mediation then in effect,If the parties cannot resolve the dispute through mediation,then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the 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 contract,Seller certifies that Seller's signature
provides written verification to the City that Seller:does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
Revised August 31,2017
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Schedule B
QUOTE: 200 219911428-01 PRESIDIO.
PAGE
TO: CITY OF FORT WORTH FROM: Plesidio Nehwrked SoMms
1000 T KMORTON 4f 211 W.Bay Smrt&vd
FORT WORTH,TX 76102 Srdie 680
Tampa,FL 33607
agxiL13C7-2Gbft-rA-4)0V
(p)817.392.6049 knucgmgm4bxesxfio.axn
(p)813.414MM
cushmners. ertvo5a7 Contract Vehicle: TIPS NetworkkV Equip.Safti t 8 Servtees 18M I
Aeeotwd Manager Steph ri Barnes
hrstle Saks Rep: Traci Ctotsrnor
Titre: city aF Fort warm-Seaael-aqur Rwwwel-2020
Part# .-
1 SVC-ESSV-ETM Essential management,monitoring,and administration of the instated ETMO $17.000.00 1 517.000.00
System.One(1)Year Service Contract far 1-250 Sessions
Comments: Tenn Dates:1tlit2019-1M 2020
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Cooperative Purchase Page 14 of 28
PRESIDIO .
QUOTE: 2003219911544-03
DATE: 120S1t619
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Cooperative Purchase Page 15 of 28
Schedule C
The Interlocal Purchasing System (TIPS) Contract No. 1418050101 ("Cooperative
Contract")
Remainder of Page Intentially Left Blank
Cooperative Purchase Page 16 of 28
TIPS VENDOR AGREEMENT
Between Presidio Networked Solutions LLC and
(Company Name)
THE INTERLOCAL PURCHASING SYSTEM(TIPS)
For
RFP 180501 Networking Equipment, Software and Services- Part 1
General Information
The Vendor Agreement("Agreement")made and entered into by and between The Interlocal
Purchasing System(hereinafter referred to as'TIPS"respectfully)a government cooperative
purchasing program authorized by the Region 8 Education Service Center,having its principal place
of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This Agreement consists of the
provisions set forth below,including provisions of all Attachments referenced herein.In the event of
a conflict between the provisions set forth below and those contained in any Attachment,the
provisions set forth shall control.
The vendor Agreement shall include and incorporate by reference this Agreement,the terms and
conditions,special terms and conditions,any agreed upon amendments,as well as all of the sections
ofthe solicitation as posted,including any addenda and the awarded vendor's proposal.Once
signed,if an awarded vendor's proposal varies or is unclear in any way from the TIPS Agreement,
TIPS,at its sole discretion,will decide which provision will prevail.Other documents to be included
are the awarded vendor's proposals,task orders,purchase orders and any adjustments which have
been issued.If deviations are submitted to TIPS by the proposing vendor as provided by and within
the solicitation process,this Agreement may be amended to incorporate any agreed deviations.
The following pages will constitute the Agreement between the successful vendors(s)and TIPS.
Bidders shall state,in a separate writing,and include with their proposal response,any required
exceptions or deviations from these terms,conditions,and specifications.If agreed to by TIPS,they
will be incorporated into the final Agreement.
A Purchase Order,Agreement or Contract is the TIPS Member's approval providing the
authority to proceed with the negotiated delivery order under the Agreement. Special terms
and conditions as agreed to between the vendor and TIPS Member should be added as
addenda to the Purchase Order,Agreement or Contract. Items such as certificate of
insurance,bonding requirements,small or disadvantaged business goals are some of the
addenda possible.
T1PS VENDORAGREENUNTI'
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Cooperative Purchase Page 17 of 28
Terms and Conditions
Freight
All quotes to members shall provide a line item for cost for freight or shipping regardless if
there is a charge or not. If no charge for freight or shipping,indicate by stating"No Charge'or
"$0"or other similar indication.Otherwise,all shipping,freight or delivery changes shall be
passed through to the TIPS Member at cost with no markup and said charges shall be agreed by
the TIPS Member.
Warranty Conditions
All new supplies equipment and services shall include manufacturer's minimum standard
warranty unless otherwise agreed to in writing.Vendor shall be legally permitted to sell,or an
authorized dealer,distributor or manufacturer for all products offered for sale to TIPS
Members.All equipment proposed shall be new unless clearly stated in writing.
Customer Support
The Vendor shall provide timely and accurate customer support to TIPS Members.Vendors shall
respond to such requests within one(1)working day after receipt of the request.Vendor shall
provide training regarding products and services supplied by the Vendor unless otherwise
clearly stated in writing at the time of purchase.(Unless training is a line item sold or packaged
and must be purchased with product.)
Agreements
All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to
the statutes that are set forth in the Uniform Commercial Code as most recently revised.
Agreements for purchase will normally be put into effect by means of a purchase order(s)
executed by authorized agents of the participating government entities.
Davis Bacon Act requirements will be met when Federal Funds are used for construction and/or
repair of buildings.
Tax exempt status
A taxable item sold,leased,rented to,stored,used,or consumed by any of the following
governmental entities is exempted from the taxes imposed by this chapter:(1)the United
States;(2)an unincorporated instrumentality of the United States;(3)a corporation that is an
agency or instrumentality of the United States and is wholly owned by the United States or by
another corporation wholly owned by the United States;(4)the State of Texas;(5)a Texas
county,city,special district,or other political subdivision;or(6)a state,or a governmental unit
of a state that borders Texas,but only to the extent that the other state or governmental unit
exempts or does not impose a tax on similar sales of items to this state or a political subdivision
of this state.Texas Tax Code§151.309.Most TIPS Members are tax exempt and the related
laws of the jurisdiction of the TIPS Member shall apply.
TIPS VENDOR AGREEMENT
Ver.04032018.rp
Cooperative Purchase Page 18 of 28
Assignments of Agreements
No assignment of Agreement may be made without the prior written approval of TIPS.
Payment can only be made to the awarded Vendor or vendor assigned company.
Disclosures
1. Vendor affirms that he/she has not given,offered to give,nor intends to give at any
time hereafter any economic opportunity,future employment,gift,loan,gratuity,
special discount,trip,favor or service to a public servant in connection with this
Agreement.
2. Vendor shall attach,in writing,a complete description of any and all relationships that
might be considered a conflict of interest in doing business with Members in the TIPS
program.
3. The vendor affirms that,to the best of his/her knowledge,the offer has been arrived at
independently,and is submitted without collusion with anyone to obtain information or
gain any favoritism that would in any way limit competition or give an unfair advantage
over other vendors in the award of this Agreement.
Renewal of Agreements
The Agreement with TIPS is for three(3)years with an option for renewal for an additional one
(1)consecutive year.Total term of Agreement can be up to the number of years provided in the
solicitation,if sales are reported through the Agreement and both parties agree. The scheduled
Agreement termination date shall be the last date of the month of the last month of the
agreement's legal effect. Example:If the agreement is scheduled for to end on May 23, the
anniversary date of the award,it would actually be extended to May 31 in the last month of the
last year the contract is active.
Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS
Members Resulting from the Solicitation and with the Vendor Named in this Agreement.
No Agreement for goods or services with a TIPS Member by the awarded vendor named in this
Agreement that results from the solicitation award named in this Agreement,may incorporate
an automatic renewal clause with which the TIPS Member must comply. All renewal terms
incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and
enforceable when the vendor receives written confirmation by purchase order or executed
Agreement issued by the TIPS Member for any renewal period. The purpose of this clause is to
avoid a TIPS Member inadvertently renewing an Agreement during a period in which the
governing body of the TIPS Member has not properly appropriated and budgeted the funds to
satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS
Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these
terms is rendered void and unenforceable.
TIPS VENDOR AGREEMENT
Var.04032018.rp
Cooperative Purchase Page 19 of 28
Shipments
The Vendor shall ship ordered products within a commercially reasonable time after the receipt
of the order. If a product cannot be shipped within that time,the Vendor shall notify TIPS and
the requesting entity as to why the product has not shipped and shall provide an estimated
shipping date,if applicable.TIPS or the requesting entity may cancel the order if estimated
shipping time is not acceptable.
Invoices
The awarded vendor shall submit invoices or payment requests to the TIPS Member
participating entity clearly stating"Per TIPS Agreement#xxxxxxx. Each invoice or pay request
shall include the TIPS Member's purchase order number or other identifying designation as
provided in the order by the TIPS Member. If applicable,the shipment tracking number or
pertinent information for verification of TIPS Member receipt shall be made available upon
request. The Vendor or vendor assigned dealer shall not invoice for partial shipments unless
agreed to in writing in advance by TIPS and the TIPS Member.
Payments
The TIPS Member will make payments directly to the Vendor or vendor assigned dealer at net
30 days after receiving invoice or in compliance with applicable statute,whichever is the lessor
time or as otherwise provided by an agreement of the parties.
Pricing
The Vendor agrees to provide pricing to TIPS and its participating governmental entities that is
at least equal to the lowest pricing available to like cooperative purchasing customers and the
pricing shall remain so throughout the duration of the Agreement.
Price increases will be honored according to the terms of the solicitation. However,the Vendor
shall honor previous prices for thirty(30)days after written notification to TIPS of an increase.
All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation,
to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice
presented to customer. Failure to render the participation fee to TIPS shall constitute a breach
of this agreement and shall be grounds for termination of this agreement and any other
agreement held with TIPS.
Participation Fees
The Participation Fee that was published as part of the Solicitation and the fee published is the
legally effective fee,along with any Fee conditions stated in the RFP. Vendor or vendor
assigned dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a
monthly scheduled report.Vendor must login to the TIPS database and use the"Submission
TIPS VENDOR AGREEMF,NT
Ver.0403201 S.rp
Cooperative Purchase Page 20 of 28
Report"section to report sales.The Vendor or vendor assigned dealers are responsible for
keeping record of all sales that go through the TIPS Agreement.
Failure to pay the participation fee will result in termination of Agreement. Please contact TIPS
at tips@tips-usa.com or call(866)839-8477 if you have questions about paying fees.
Indemnity
The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers
and employees from and against all claims and suits by third parties for damages,injuries to
persons(including death),property damages,losses,and expenses including court costs and
reasonable attorney's fees,arising out of,or resulting from,Vendor's work under this
Agreement,including all such causes of action based upon common,constitutional,or statutory
law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of
the Vendor,its officers,employees,agents,subcontractors,licensees,or invitees.Vendor
further agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and
employees,from and against all claims and suits by third parties for injuries(including death)to
an officer,employee,agent,subcontractors,supplier or equipment lessee of the Vendor,
arising out of,or resulting from,Vendor's work under this Agreement whether or not such
claims are based in part upon the negligent acts or omissions of the TIPS,TIPS Member(s),
officers,employees,or agents. Parties found liable shall pay their proportionate share of
damages as agreed by the parties or as ordered by a court of competent jurisdiction over the
case. Per Texas Education Code§44.O32(f),reasonable Attorney's fees are recoverable by the
prevailing party in any dispute resulting in litigation.
Multiple Vendor Awards
TIPS reserves the right to award multiple vendor Agreements for categories when deemed in
the best interest of the TIPS Membership. Bidders scoring the solicitation's specified minimum
score or above will be considered for an award. Categories are established at the discretion of
TI PS.
State of Texas Franchise Tax
By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the
payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code.
Miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole
discretion and that any Vendor may be removed from the participation in the Program at any
time with or without cause. Nothing in the Agreement or in any other communication between
TIPS and the Vendor may be construed as a guarantee that TIPS Members will submit any
orders at any time. TIPS reserves the right to request additional proposals for items or services
already on Agreement at anytime.
TIPS VENDOR AGREEMENT
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Cooperative Purchase Page 21 of 28
Purchase Order Pricing/Product Deviation
If a deviation of pricing/product on a purchase order or contract modification occurs,TIPS is
to be notified within 48 hours of receipt of order.
Termination for Convenience
TIPS reserves the right to terminate this agreement for cause or no cause for convenience
with a thirty-day written notice.Termination for convenience is required under Federal
Regulations 2 CFR part 200.All purchase orders presented to the Vendor by a TIPS Member
prior to the actual termination of this agreement shall be honored at the option of the TIPS
Member.The awarded vendor may terminate the agreement with ninety(90)days written
notice to TIPS 4845 US Hwy North, Pittsburg,Texas 75686.
TIPS Member Purchasing Procedures
Purchase orders or their equal are issued by participating TIPS Member to the awarded
vendor indicating on the PO"Agreement Number". Order is emailed to TIPS at tipspo@tips-
usa.com.
• Awarded vendor delivers goods/services directly to the participating member.
• Awarded vendor invoices the participating TIPS Member directly.
• Awarded vendor receives payment directly from the participating member.
• Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been
made with TIPS to report monthly).
Form of Agreement
If a vendor submitting an Proposal requires TIPS and/or TIPS Member to sign an additional
agreement,a copy of the proposed agreement must be included with the proposal.
In response to submitted supplemental Vendor Agreement documents,TIPS will review
proposed vendor Agreement documents.Supplemental Vendor's Agreement documents shall
not become part of TIPS's Agreement with vendor unless and until an authorized representative
of TIPS reviews and approves it.
Licenses
Awarded vendor shall maintain in current status all federal,state and local licenses,bonds and
permits required for the operation of the business conducted by awarded vendor.Awarded
vendor shall remain fully informed of and in compliance with all ordinances and regulations
pertaining to the lawful provision of services under the Agreement.TIPS reserves the right to
stop work and/or cancel Agreement of any awarded vendor whose license(s)expire,lapse,are
suspended or terminated.
Novation
If awarded vendor sells or transfers all assets or the entire portion of the assets used to
perform this Agreement,a successor in interest must guarantee to perform all obligations
under this Agreement.TIPS reserves the right to accept or reject any new party.A simple
change of name agreement will not change the Agreement obligations of awarded vendor.
Site Requirements(when applicable to service or job)
TIPS VENDOR AGREEMENT
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Cooperative Purchase Page 22 of 28
Cleanup:Awarded vendor shall clean up and remove all debris and rubbish resulting from their
work as required or directed by TIPS Member. Upon completion of work,the premises shall be
left in good repair and an orderly,neat,clean and unobstructed condition.
Preparation:Awarded vendor shall not begin a project for which TIPS Member has not
prepared the site,unless awarded vendor does the preparation work at no cost,or until TIPS
Member includes the cost of site preparation in a purchase order.
Site preparation includes,but is not limited to:moving furniture,installing wiring for networks
or power,and similar pre-installation requirements.
Registered sex offender restrictions: For work to be performed at schools,awarded vendor
agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex
offender will perform work at any time when students are,or reasonably expected to be,
present.Awarded vendor agrees that a violation of this condition shall be considered a material
breach and may result in the cancellation of the purchase order at the TIPS Member's
discretion.
Awarded vendor must identify any additional costs associated with compliance of this term. If
no costs are specified,compliance with this term will be provided at no additional charge.
Safety measures:Awarded vendor shall take all reasonable precautions for the safety of
employees on the worksite,and shall erect and properly maintain all necessary safeguards for
protection of workers and the public.Awarded vendor shall post warning signs against all
hazards created by the operation and work in progress. Proper precautions shall be taken
pursuant to state law and standard practices to protect workers,general public and existing
structures from injury or damage.
Smoking
Persons working under Agreement shall adhere to local smoking policies.Smoking will only be
permitted in posted areas or off premises.
Marketing
Awarded vendor agrees to allow TIPS to use their name and logo within website,marketing
materials and advertisement.Any use of TIPS name and logo or any form of publicity,inclusive
of press release,regarding this Agreement by awarded vendor must have prior approval from
TI PS.
Supplemental agreements
The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter
into a separate supplemental agreement or contract to further define the level of service
requirements over and above the minimum defined in this Agreement i.e.invoice
requirements,ordering requirements,specialized delivery,etc.Any supplemental agreement or
contract developed as a result of this Agreement is exclusively between the participating entity
and awarded vendor.TIPS,its agents,TIPS Members and employees shall not be made party to
any claim for breach of such agreement.
Survival Clause
TIPS VENDOR AGREEMENT
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Cooperative Purchase Page 23 of 28
All applicable software license agreements,warranties or service agreements that were
entered into between Vendor and Customer under the terms and conditions of the Agreement
shall survive the expiration or termination of the Agreement.All Orders,Purchase Orders issued
or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the
expiration or termination of this agreement,shall survive expiration or termination of the
Agreement,subject to previously agreed terms and conditions agreed by the parties or as
otherwise specified herein relating to termination of this agreement.
Legal obligations
It is the responding vendor's responsibility to be aware of and comply with all local,state and
federal laws governing the sale of products/services identified in this Solicitation and any
awarded Agreement thereof.Applicable laws and regulations must be followed even if not
specifically identified herein.
Audit rights
Due to transparency statutes and public accountability requirements of TIPS and TIPS
Members',the awarded Vendor shall,at their sole expense,maintain appropriate due diligence
of all purchases made by TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each
reserve the right to audit the accounting of TIPS related purchases for a period of three(3)
years from the time such purchases are made.This audit right shall survive termination of this
Agreement for a period of one(1)year from the effective date of termination. In order to
ensure and confirm compliance with this agreement,TIPS shall have authority to conduct
random audits of Awarded Vendor's pricing that is offered to TIPS Members. Notwithstanding
the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible
entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the
ability to conduct the audit internally or may engage a third-party auditing firm to investigate
any possible non-complying conduct. In the event of an audit,the requested materials shall be
reasonably provided in the format and at the location designated by Region 8 ESC or TIPS.
Force Majeure
If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to
carry out its obligations under this Agreement then such party shall give notice and fully
particulars of Force Majeure in writingto the other party within a reasonable time after
occurrence of the event or cause relied upon,and the obligation of the party giving such notice,
so far as it is affected by such Force Majeure,shall be suspended during the continuance of the
inability then claimed,except as hereinafter provided,but for no longer period,and such party
shall endeavor to remove or overcome such inability with all reasonable dispatch.
Scope of Services
The specific scope of work for each job shall be determined in advance and in writing between
TIPS Member and Awarded vendor. It is permitted for the TIPS Member to provide a general
scope,but the awarded vendor should provide a written scope of work to the TIPS Member as
part of the proposal.Once the scope of the job is agreed to,the TIPS Member will issue a
TIPS VENDOR AGREEMENT
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Purchase Order and/or an Agreement or Contract and/or an Agreement with the estimate
referenced as an attachment along with required bond and any other special provisions agreed
to for the TIPS Member. If special terms and conditions other than those covered within this
solicitation and awarded Agreements are required,they will be attached to the Purchase Order
and/or an Agreement or Contract and shall take precedence over those in the base TIPS Vendor
Agreement.
Project Delivery Order Procedures
The TIPS Member having approved and signed an interlocal agreement,or other TIPS
Membership document,may make a request of the awarded vendor under this Agreement
when the TIPS Member has services that need to be undertaken. Notification may occur via
phone,the web,email,fax,or in person. Upon notification of a pending request,the awarded
vendor shall make contact with the TIPS Member as soon as possible,but must make contact
with the TIPS Member within two working days.
Scheduling of Projects
Scheduling of projects(if applicable)will be accomplished when the TIPS Member issues a
purchase order or other document that will serve as"the notice to proceed".The period for the
delivery order will include the mobilization,materials purchase,installation and delivery,
design,weather,and site cleanup and inspection. No additional claims may be made for delays
as a result of these items.When the tasks have been completed the awarded vendor shall
notify the client and have the TIPS Member inspect the work for acceptance under the scope
and terms in the PO. The TIPS Member will issue in writing any corrective actions that are
required. Upon completion of these items,the TIPS Member will issue a completion notice and
final payment will be issued.
Support Requirements
If there is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives
will assist in conflict resolution or third party(mandatory mediation),if requested by either
party.TIPS,or its representatives,reserves the right to inspect any project and audit the
awarded vendors TIPS project files,documentation and correspondence.
Incorporation of Solicitation
The TIPS Solicitation,whether a Request for Proposals,the Request for Competitive Sealed
Proposals or Request for Qualifications solicitation,the Vendor's response to same and all
associated documents and forms made part of the solicitation process,including any addenda,
that resulted in the execution of this agreement are hereby incorporated by reference into this
agreement as if copied verbatim.
SECTION HEADERS OR TITLES
THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR
CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF
THE PARTIES TO THIS DOCUMENT.
TIPS VENDOR AGREENIFNT
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NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1,2017.
Texas governmental entities are prohibited from doing business with companies that fail to
certify to this condition as required by Texas Government Code Sec.2270.
By executing this agreement,you certify that you are authorized to bind the undersigned
Vendor and that your company(1)does not boycott Israel;and (2) will not boycott Israel
during the term of the Agreement.
You certify that your company is not listed on and we do not do business with companies that
are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists
Organizations per Texas Gov't Code 2270.0153 found at
https:Hcomptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf
You certify that if the certified statements above become untrue at any time during the life of
this Agreement that the Vendor will notify TIPS within 1 business day of the change by a letter
on your letterhead from an authorized representative of the Vendor stating the non-
compliance decision and the TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg,TX,75686.
And by an email sent to bids@tips-usa.com
Insurance Requirements
The undersigned Vendor agrees to maintain the below minimum insurance requirements for
TIPS Contract Holders,
General Liability $1,000,000 each Occurrence/Aggregate
Automobile Liability $300,000 Including owned,hired,&non-owned
Workers'Compensation Statutory limits
Employers'Liability-if you employ people
besides the owners AND provide ON-SffE $1,000,000
services or on-site delivery,not just goods.
Umbrella Liability $1,000,000
When the contractor or its subcontractors are liable for any damages or claims,the contractors'
policy must be primary over any other valid and collectible insurance carried by the District.
Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
TIPS VENDOR AGREFbIENT
Ver.04032n 18.rp
Cooperative Purchase Page 26 of 28
contractor's insurance policy. The coverages and limits are to be considered minimum
requirements and in no way limit the liability of the Contractor(s).
Insurance shall be written by a carrier with an A-;VII or better rating in accordance with current
A.M.Best Key Rating Guide. Only deductibles applicable to property damage are acceptable.
"Claims made"policies will not be accepted. Each insurance policy shall be endorsed to state
that coverage shall not be suspended,voided,cancelled,non-renewed or reduced in coverage
or in limits except after thirty(30)days prior written notice by certified mail,return receipt
requested has been given to TIPS or the TIPS Member. Upon request,certified copies of all
insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
It is the intent of TIPS to award to reliable,high performance vendors to supply products and
services to government and educational agencies. It is the experience of TIPS that the following
procedures provide TIPS,the Vendor,and the participating agency the necessary support to
facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the
successful vendor.
• Agreements: All vendor Purchase Orders and/or Agreements/Contracts must be
emailed to TIPS at tipspo@tips-usa.com.Should an agency send an order direct to
vendor,it is the vendor's responsibility to forward the order to TIPS at the email above
within 24 business hours and confirm its receipt with TIPS.
• Promotion of Agreement: It is agreed that Vendor will encourage all eligible entities to
purchase from the TIPS Program. Encouraging entities to purchase directly from the
Vendor and not through TIPS Agreement is a violation of the terms and conditions of
this Agreement and will result in removal of the Vendor from the TIPS Program.
• DaiIV Order Confirmation:All Agreement purchase orders will be approved daily by TIPS
and sent to vendor. The vendor must confirm receipt of orders to the TIPS Member
(customer)within 24 business hours.
• Vendor custom website for TIPS:If Vendor is hosting a custom TIPS website,then
updated pricing must be posted by 11 of each month.
• Back Ordered Products: If product is not expected to ship within 3 business days,
customer is to be notified within 24 hours and appropriate action taken based on
customer request.
Page 12 of 12 will be the TIPS Vendor Agreement Signature Page
TIPS VENDOR AGREEMENT
Ver.04032018.rp
Cooperative Purchase Page 27 of 28
DocuSign Envelope ID:306877A9-256F405D-BC5B-9DBDA56785BB
TIPS Vendor Agreement Signature Form
PART 1-RFP 180501 Networking Equipment,Software and Services
Company Name Presidio Networked Solutions LLC
Address 8161 Maple Lawn Blvd. Suite 150
City Fulton state M D Zip 20759
Phone 301-623-1872 Fax
Email of Authorized Representative tdennis-Carlson@presidio.com
Name of Authorized Representative Trina Dennis-Carlson
Title Director-Federal Contracts
D—SO-0
Signature of Authorized Representative
Date 6/6/2018
TIPS Authorized Representative Name Meredith Barton
Title Vice-President of Operations
TIPS Authorized Representative Signature —�tn�v�
Approved by ESC Region 8
Date 7/24/18
Cooperative Purchase Page 28 of 28
M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FAR
T WORTH
REFERENCE **M&C 19- 04PRESIDIO
DATE: 10/29/2019 NO.: 0270 LOG NAME: COMMUNICATIONS SYSTEM
MAINTENANCE
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Two Purchase Agreements with Presidio Networked Solutions, Inc. for the
Ongoing Support and Maintenance of the City's Enterprise Data and Voice Network
Communications Systems, for the Information Technology Solutions Department using
State of Texas Department of Information Technology Solutions Department using
Cooperative Contracts in an Annual Amount of$800,000.00 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize two purchases agreement with Presidio Networked
Solutions Group, LLC, one agreement using State of Texas Department of Information Resources
Cooperative Contract DIR-TSO-4167 in an annual amount up to $520,000.00, and the other using
The Interlocal Purchasing System (TIPS) Contract No. 1418050101 in an annual amount up to
$280,000.00, for the ongoing support and maintenance of the City's enterprise data and voice
network communications systems for the Information Technology Solutions Department for a
combined total annual amount of$800,000.00.
DISCUSSION:
The City's enterprise data and voice network infrastructure connects more than 200 locations with
approximately 8000 devices. All City departments and functions rely on the data and voice network to
operate. This includes public safety, administrative, and public facing operations. ITS will use these
purchase agreements to maintain the existing communications systems for maintenance support
agreements providing software and hardware support and for purchases to support, enhance, and
expand capabilities of the system. This will ensure this critical infrastructure reliably meets
departments needs.
PRICE ANALYSIS: The Department of Information Resources (DIR) and The Interlocal Purchasing
System (TIPS) contracts offers fixed discounts. Staff reviewed the pricing and determined it to be fair
and reasonable.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchasing agreement satisfies any state law requiring that the local government seek
competitive bids for purchse of the item. DIR Contracts are competitively bid to increase and simplify
the purchasing power of government entities across the State of Texas.
MM/BE OFFICE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
SUCCESSOR CONTRACTS: To facilitate planning and budgeting, Staff would prefer to have annual
Agreements that align with the Fiscal Year. However, the DIR and TIPS Agreement is out of alignment
with the City's Fiscal Year and the current terms will expire on July 3, 2023 and July 31, 2021,
respectively. In order for this Agreement to align with the City's Fiscal Year, adoption of this Mayor and
Council Communication (M&C) technically authorizes (i) a series of Purchase Agreements, each of
which will align to a term of the DIR Agreement to ensure legal authority exists for the contract, and (ii)
an annual spend amount, future years of which would be subject to City Council appropriation. In the
event that a Cooperative Agreement is not renewed, Staff would cease purchasing at the end of the
last Purchase Agreement coinciding with the valid Cooperative Agreements. 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.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27417&councildate=10/29/2019 11/11/2019
M&C Review Page 2 of 2
AGREEMENT TERM: Upon City Council's approval, the Agreement will commence upon execution by
both parties and continue in accordance with the terms and conditions of their respective cooperative
contract or applicable successive contract for the same services. The DIR-TS04167 initial term runs
from July 3, 2018 through July 3, 2020. The TIPS Contract No. 14`8050101 initial term runs from July
26, 2018 through July 26, 2021.
RENEWAL OPTIONS: This DIR-TSO-4167 may be renewed for up to three additional one-year terms.
This TIPS Contract No. 1418050101 may be renewed for up to one additional one-year term.
Acceptance of the renewal periods does not require specific City Council approval provided that the
City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
Staff anticipates the cost for renewal years will be the same as for the first year.
ADMINISTRATIVE INCREASE: 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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendations, funds are available in
the current operating budget, as appropriated, of the General Fund and that, prior to an expenditure
being made, the participating department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Kevin Gunn (2015)
Originating Department Head: Roger Wright(2230)
Additional Information Contact: Roger Wright(2230)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=27417&councildate=10/29/2019 11/11/2019