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HomeMy WebLinkAboutContract 54772 CSC No.54772 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—The Interlocal Purchasing System(TIPS) Contract No. 18050101("Cooperative Contract"); 3. Schedule C—TIPS Contract No. 18050101 Pricing Schedule ("Quote"). All the Schedules 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 Schedules the TIPS contract shall control" The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed two million, five hundred thousand dollars ($2,500,000.00) per year. The Coop Purchase shall become effective upon the signing of the Coop Purchase by an Assistant City Manager of the City(the "Effective Date") and shall expire July 31, 2021 after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. 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) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 18 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. Valerie Washington(Nov 2,202010:29 CST) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: -Nov 2, 2020 Q� By: Bobbv Lee(Oct 27,202014:17 CDT) Approval Recommended: Name: Bobby Lee Title: Sr. IT Solutions Manager K � Approved as to Form and Legality: By: Name: Kevin Gunn Title: Interim Director, IT Solutions `�� StyAW By: JB Strong(Nov ,202016:25 CST) Attest: go�on1. �poF F�Rr�ad Name: John B. Strong ;'00' Title: Assistant City Attorney o ono axd °°°4 Contract Authorization: EXA`Jo By: nnaaaa M&C: 20-0650 09/15/2020 Name: Mary J. Kayser Title: City Secretary VENDOR: Presidio Networked Solutions Group LLC. By: Kim D (Oct27,202012:50 CDT) Name: Kim Dukes Titld)irector of Sales Operations Oct 27,2020 Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 18 Schedule A FORTWORTH, Fort Worth Terms and Conditions 1. Termination. 1.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products, Cooperative Purchase Page 3 of 18 materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City.Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees,and Vendor, its officers,agents,employees, servants, Cooperative Purchase Page 4 of 18 contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR 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 VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS), 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 OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software,analyses,applications,methods,ways,and processes(in this Section 8C 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. 5.3.2. Vendor 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. 5.3.3. Vendor agrees to indemnify, defend, settle,or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being Cooperative Purchase Page 5 of 18 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 Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under 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,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under 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, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Vendor,terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: Cooperative Purchase Page 6 of 18 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 7.1.3. Professional Liability(Errors &Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors&Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include,but not be limited to,the following: 7.1.5.3.1. Failure to prevent unauthorized access; 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Cooperative Purchase Page 7 of 18 Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents,and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with Cooperative Purchase Page 8 of 18 all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: Presidio Nerworked Solutions Group City of Fort Worth 1955 Lakeway Dr. Ste 220 Attn:Assistant City Manager Lewisville,TX 75057 200 Texas Street Fort Worth TX 76102 With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be Cooperative Purchase Page 9 of 18 affected or impaired. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference,contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center Cooperative Purchase Page 10 of 18 ("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Vendor 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 first 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 commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other 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 in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. 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. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to Cooperative Purchase Page 11 of 18 City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 27. Reporting Requirements. 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing,storage,or communication facilities that are connected or related to the device. 27.1.4. Computer technician means an individual who,in the course and scope of employment or business, installs,repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 27.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties'duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. Cooperative Purchase Page 12 of 18 Schedule B https://www.tipsusa.com/assetsNendorspdf/18050101 Networking Equip Software_Srvs_Conr act Presidio Networked Solutions_Inc.pdf Cooperative Purchase Page 13 of 18 Schedule C TIPS 18050101 Pricing Index TIPS RFP 160501 Networking Equipment, software and Services-Part 1 Price sheet 3 YOU MAY PROPOSE ON You maypravide sin response in all three MULTIPLE PRICING OPTIONS (,,B&C)sections below Proposers may contact TIPS for help as how to respond appropriately but GO NOT MENTI ON ANY SPECI F IC PRICING IN YOUR CONVERSATION WMI TIPS STAFF WHEN SEEKING HELP. Proposing—dot ins.rt tampon,o"rnr hrr, Section A- pricingoptlon GOODS TEMPLATE PRICING In section"A%Vendors may insert line iterns,if they choose to,in the top section under"EQU IPMENrifG ODDS"or vandars may choose to bypassthe section"A"and put only a discount off catalog in section"B" below. YOU MAY ADD ADDITIONAL LI NES AS REQUIRED Alternate method for Section'A"-In Section"A",vendor may choose nci list line items because of the numberof items available_As an alternative,the vendor may list lines of goods or manufacturers with a minimum discount off that line of goods.An example of each is provided below. EQUIPMENTIGOODS by line PradnCt# Description NISRP %Discount TI PS Price Prodhrrt/1AarLufa[turer 1;- Erarnple 1=i: 34SA6 15.U. E ra mple I Acrne Insert below this line only All IoYIg products available from iflZig ou r company Lo,007d All 75gnal products available 75ignal from our company 10.00% All Actiflo products available Actiflo from our company 10.68% All Addon computer products .Addon computers ava ila ble from our co mpa ny All Allot products available from Allot Communications our company All Allikadian Labs p ro ucts Akkadian Labs available fromourcorr ny 10.00% All A-PF APC our company 10.00% All Appspace products available AppSpace from our company 10.D0% All Aruba products available from Aruba Networks our company 10.06% All Atlas sound products Atlas Sound available from our company 10.00% All Aviglon products available Avigilon from our company 10.00% All Avteq p rod ucts ava ila ble from Avteq ou r cc mpa ny i0.00% All Arms mn web service products Amazon web Services{AWSI available from our company 10.00% All Axis products available from Axis communications ou r cc mpa ny to.Do% All Binary Tree products avai lable Binary Tree from our company Ii Do% All Bitdefender products Bitdefender ava ila ble from our co mpa ny w.Do% All Blue Coat products available Blur?Coat Systems from our company lO.Do% All Bluecat products available Bluecat from our company 10.130% All Brainstom products available Brainstorm from our company 10.W% Cooperative Purchase Page 14 of 18 All bridge Com lnu nicatias products available from our Bridge oarnm unications com pa ny 10,D0% All Brocade/Foundry products Brocade/Foundry ava ila ble from our rompa ny 10,D0% All Call Rex products available Call Rex from our company t16,Do% All Cambien prcducts availab le Cambian from our company io,DO% All Chatsworth products available chatsworth from our company 10.Do% All Check Point products check Point ava ila ble from our company 10,00% All Cisco products available from Cisco ou r ca mpany to.Do% All C iisteraproducts available Cistera from our company to.00% All C itriu pradurK available from eltrix ourcarn a nV 10.Do% All Cumrnvault products available Commva ult from our company 10.Do% All Cylance products available Cylance from our company 10.Do% All Dell EMc products available Dell EMC from our company io,DO% All Domo products available from Domo our ca mpany 10,D0% All Duo Security products Duo Security available from our company to.004E All Eaton products available from Eaton our ca nYpa ny La,00% All Ekahau products available Ekahau from our company to.00°t All Exagrid p roducts ava ila ble Exagrid from our company tio,OD°6 All Extratiap products available Extrallop from our company 10.Dos All Extreme Netwroks/Enterasys products available from our Extreme Networksf Enterasys CDm pa By 10.Do% All FS products available from Dar F5 Networks cum 33 ny 10.DO% All FatPipe produrts available FatPi pe from our company to.Do% All FIreMOn products available Fi reMon from our company 10.D0% All Fluke Networks products Fluke Networks ava la ble from our company 10.Do% All Fluxlight products available FI ux light from our company 10,D0% All FDftinet products available Fortinet from our company 10.Do% All Four winds Interactive products avai lable from o ur Four Winds l nteraetiue com pa ow 1[•,00% All Denetec products available senetec from our company 1:•,00% All HPE products available From "PE ou r co mpa ny 1:•,00% All I de ntive products available Identiv from our company tio.004E All Infoblox products available Infoblox from our company 10.Do% All Ivanti products available from Ivanti cu r co mpa ny 10.004E All Ipswitch products available Ipswitch from our company 10.Do% Cooperative Purchase Page 15 of 18 All 151 Telemanagernent Products 151 Telemanagement available from our company 10.00% All Ixia Telemanagement products available From our Ixia company 10.00% All Jan iperproducts available Juniper Networks from our company 10.00% All Liebert(Avncerrt products LleberVAvocent available from our com n w,00% All Live Action products available Live Action from our company IO.00% All Logi nVSI products available LoginVSI from our company 1O.o0% All LDZFtythm products available LogRhytm from our company 10.00% All Microsoft products available MitrO50ff from our company 1O.oO% All Mirnecast products available Mimerast from our company 10.00% All Moxa products available from Mom ou r co mpa ny ic.Do% All NerirSpark products available Nericspark from our company 10.00% All NetstOut products available NetScout from our company 1O.o0% All Nimble products available Nimble Storage from our company 10A0% All N utanix products available Nutanix from our company 10.00% All N yanm products available Nyansa from our company 10.00% All os1 cables products available 431 Cables from our company 10.00% All Palo Afta Networks Products Palo Alta Networks available f rom our co mpa ny ic.Do% All Panduit Networks products Pand uit ava ila ble from our co mpa ny 1A.00% All Polyco m products ava ilah le polycom from our company 10.00% All PrinterLogic products PrinterLogit available from our company IO.00% All PCR products ova ila hie from Profess ions l Com puting Resoures our corn a ny 10.00% All P roofPoint products ava ila ble Pro4fP❑int from our company w,00% All Pure 5to rage products Pure Storage available from our company ic.Do% All Reach Engine products Reach Engine available from our company w,0o% All Recorded Future products Recorded Future available from our company 10,00% All Redsky products available Redsky from our company 10,00% All Rive rhed p roducts ava ila ble Riverbed from our company iO.00% All Rubrik products available Rubrik from our company 10.00% All Sentinelone products sentinel-one ava ila ble from our company 10.00% All simplivity products available Simplivity from our company 10.00% All Singlew ire products available Singlewire from our company 10.00% All Solarwinds products available Solarwinds from our company IO.00% Cooperative Purchase Page 16 of 18 All So nkwall products available Sonkwall from our company 10.00%fi All Spycloud products available Spycloud from our company 111,D0%fi All symantec products available Symantec from our company 10.00M All Talari products ava ila h le from Talari ourcDmpany 10.00%fi All Telespace products available Telespace from our company 10.D0%A All Tenable products available Tenable from our company 10.DD%fi All TippingPoi nt products Tipping Point ava ila ble from our co mpany T0.D0%A All Tripp Lite products available Tripp Lite from our company 10,00%A All Turbo nomk products Turhonomic available from our company lA.00%A All UherAgent products ava ilah le uberAgent from our company 1.0.00%fi All U nimax products avaia lable unimax from our company 111.00%fi All Unitrends products available uninends from our company 1A.00%fi All vakom products availah le vakom from our company 111.00%fi All Veeam products available Veea m from our company io,00%B All Veriphy products available veriphy from our company 111.00%fi All Veritas products available veritas from our company 10.00%fi All Verkada products available Verkada from our company 1A,D0%B All Vista pa im products available V Lsmpwrit from our company 111,D0%fi All Vivatech products availah le vimotmh from our company 111.00%fi All Vmware products available Vmware from our company io,00%A All webtext p roducts ava ila ble webtext from our company SA,00%fi All west Security Services products available from our West Safety Services company 10,00%B All xmedi us products available Xmedius from our company 10.00%6 All Tuhico products available Yubico from our company 111,00%fi All Wachter,Inc.products Wachter,Inc. available from our company 1A.00M All zeFta products avai lab le from ZertD our company 10,00% All zoom products available from Zoom our company 10.00%6 ••Insert more records as needed. ENTER BELOW THE MINIMUM% DI SCOLINT OFF O F ALL GOO DS I N YOUR"CATALOG'AS DE FINED IN THE RFR. •REQOWED FIELD Section 6-Pricing Option-Discount off catalog price 10A0% Cooperative Purchase Page 17 of 18 Please provide the min imu m percent discount off you will offer to our members for the catalogue,list,shelf,web or other published pricing that is not listed above in Section'A" or not currently available and may be added duringthelifeof the award- For example:10% discount offered on any other products sold by xvz company_rixed minimum discount offered to TIPS or TIPS member for items Offered by vendor,but not itemized in this proposal_additional deeper discounts may be negotiated by TIPS or TI PS member with awarded vendor at time of purchase depending on item and vol ume of purchase-ff vendor chooses option oz,vendor will have to document the adua I cost to the vendor from the source supplier for percentage markup calculation of sales price to TIPS member. If Fxumpfe:ff yov ore v rechfm ogy[vmporty no percentage is inserted to the uAto the and you self tablets brx donor flstany right,TIPS assumes and recordsa zero tablets orprfcingon ycwrproposaloxddo percentage discount off catalog pricing.If you not 6sca dlseountofffar the camlag but disagree or wish to enter a percentage warm to odd tablets biter into your controct greater than zero, please note in the cell to rerm,you wiu Nor be able to odd tablets the right to yowr zvnrrod. In order to odd products to yourprojof you have been uwordeda contract add a di_ciauunfjforthe torakyue above.To see o mwe thorough de[mYwakg'nefer to the RFP documn Section C-Pricing Option-Cost plus markup method L AUTkaN:selectin g the M arkup met hcd ol pricing may lim it the availability of the contract because some jurisdictions prohibit cost plus pricing contracts. NOTE:If you do not have list prices or a Percentage markup[end cast to member[ catalog as defined in the RFP document you may be decreased due to volume or other may propose pricing a s a markup from your factors but may not be increased. cost from your provider. Veodor mast Percentage markup may be any percentage document the cost to the member to prove vendor deems a ppropriate but it will be Maximum Markup Percentage in CUM plian#pricing. cansideredasparYor the evaluation. cel Ito right: PERT ENTAGE MAPPAUM MARKUP of items, goads,equipment[oat services not listed in this RFP,but Carried for sale by Me odor. Markup is from a€tuaI hard cast seller has paid far the good. Vendor may add additional information as required or desired. Cooperative Purchase Page 18 of 18 10/6/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTWORTII DATE: 9/15/2020 REFERENCE**M&C 20- LOG 13P MULTI CO-OP TECHNOLOGY NO.: 0650 NAME: INFRASTRUCTURE ITS ADK CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL)Authorize Non-Exclusive Purchase Agreements for Information Technology Infrastructure, with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and Future Com, LTD., Using Cooperative Contracts for the Information Technology Solutions Department for the Combined Amount Up to $2,500,000.00 RECOMMENDATION: It is recommended that the City Council authorize non-exclusive purchase agreements for information technology infrastructure with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and Future Com, LTD., using multiple State of Texas Department of Information Resources Contracts, General Services Administration and The Interlocal Purchasing System cooperative contracts for the Information Technology Solutions Department for the initial combined amount up to $2,500,000.00. DISCUSSION: The Information Technology Solutions Department (ITS)will use these agreements to purchase equipment and services from Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and Future Com, LTD to support the City's information technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage, virtual desktop environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached the end of life cycle as well as new projects for City departments using the following cooperative contracts: Vendors Cooperative Term Presidio, Netsync and Future DIR-TSO-4288 2/21/2025 Com Presidio, Netsync and DIR-TSO-4160 10/2/2024 Future Com Netsync and Future Com TIPS 200105 05/31/2023 Presidio, Netsync and Future DIR-CPO-4444 1/23/2025 Com Presidio, Netsync DIR-TSO-3763 1/10/2024 Presidio, Netsync DIR-TSO-4299 12/17/2023 Presidio DIR-TSO-3847 5/25/2021 Presidio DIR-TSO-4254 10/15/2022 Netsync DIR-TSO-4169 11/21/2022 Netsync DIR-CPO-4430 7/10/2024 Netsync, Presidio TIPS 18050101 7/31/2021 Netsync TIPS 18050102 7/31/2021 Presidio DIR-TSO-4167 7/03/2023 apps.cfwnet.org/council_packet/mc_review.asp?I D=28219&councildate=9/15/202O 1/3 10/6/2020 M&C Review Future Com DIR-TSO-3926 6/28/2022 GSA GS-35F- Future Com 0119Y 12/19/2021 In the previous years, the Information Technology Solutions Department spent approximately$1.7 million in authorized expenditures out of the operating and capital fund. Approval would allow a total of $2,500,000.00 million for projects such as safety and security, new building projects, building upgrades, building renovations and building expansion projects. Approval of this M&C will eliminate prior spending authority authorized under Mayor and Council Communication P-12248, 19-0123 and 19-0270. PRICE ANALYSIS -The Texas Department of Information Resources Contract (DIR), General Services Administration (GSA), and The Interlocal Purchasing System (TIPS) Contract offers discounted pricing. Staff has 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 the purchase of items. DIR, GSA and TIPS Contracts are competitively bid to increase and simplify the purchasing power of government entities. SUCCESSOR CONTRACTS - In the event that the cooperative agreement is not renewed, staff would cease making purchases at the end of the last purchase agreement coinciding with the valid cooperative agreement. If the City Council were to not appropriate funds for a future year, staff would cease making purchases when the last appropriation expires, regardless of whether the then- current purchase agreement has expired. If the cooperative contract is extended, this M&C authorizes the City to purchase similar software and services under the extended contracts. If the cooperative contract is not extended, but a new cooperative contract is executed with vendor with substantially similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the services under the new cooperative contract. M/WBE OFFICE—A MBW/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager for an amount up to $100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, this agreement shall become effective and in accordance with the terms of the DIR, GSA and TIPS contract. RENEWAL OPTIONS: The agreement may be renewed for additional terms according to the cooperative agreement at the City's options to renew. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations funds will be available upon adoption of the Fiscal Year 2021 Budget by the City Council, and the funds will be available in the Fiscal Year 2021 operating budget, as appropriated, in the General Fund to support the approval of the above recommendation and award of the contract. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds BQN\\ 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 apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/202O 2/3 10/6/2020 M&C Review Submitted for City Manager's Office by_ Jay Chapa (5804) Valerie Washington (6192) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/2020 3/3