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Home My WebLink AboutContract 57301 FORT NORTH CSC No.57301 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between Square Grove LLC d/b/a Uplift Desk ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Uplift Desk Estimate #EST80508 3. Exhibit B —General Services Administration GSA Schedule 47QSCA18D000W; and 4. Exhibit C—Conflict of interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on August 30, 2022. City shall be able to renew this agreement for unlimited one-year options by written agreement of the parties in accordance with GSA Schedule 47QSCA18D000W. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that 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. City shall give Vendor reasonable advance notice of intended audits. 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) OFFICIAL RECORD Cooperative Purchase CITY SECRETARY FT. WORTH, TX received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Square Grove LLC d/b/a Uplift Desk Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 2139 W Anderson Ln 200 Texas Street Austin, TX 78757-1221 Fort Worth, TX 76102-6314 Facsimile: 512-828-8000 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. 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 the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if 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 the 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 the 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 the 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 REQUIRED BY CITY. Cooperative Purchase Page 2 of 14 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers,directors, employees and agents,harmless from and against any and all claims, suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees,arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement,unless authorized in writing by City.Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Cooperative Purchase Page 3 of 14 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: Valerie washin ton By signing I acknowledge that I am the person By: Valerie Washington(Mart ,2022 12:34 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract, including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: M a r 25,2022 2�L 0 APPROVAL RECOMMENDED: By: Bobby Lee(Mar 8,202210:01 CST) Name: Bobby Lee Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: Name: Taylor Paris Title: Assistant City Attorney .7G1b/bIG��G cS` GDOGfGIGG By: Jannette S.Goodall(Mar 28,2022 07:26 CDT) CONTRACT AUTHORIZATION: Name: Jannette Goodall oa44nnnq� M&C: N/A a F Fonr�aa Title: City Secretary 9A.o° °°O�� _l.° Pv° °=d VENDOR: d� o o a d ° oOO00000°°° p Vendor aa�nEX p5ppp By: Name: Ryan Kirchhof Title: Accounting Clerk Date: 2-14-2022 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 4 of 14 Exhibit A Vendor Quote Cooperative Purchase Page 5 of 14 UPLIFT DESK Estimate UPLIFT Desk UPLIFT Desk 2139 NTX 7757 e Lane #E5T80508 BIi Ts. Shlp Ta Mouricio Be— Mauriao Bann Lily of Fort Worth (Sly of Fart Warlh 200 Texas St 200 Texas St Fort Worlh TX 76102-0314 Fort Worlh TX 76102.6"314 United States United States Phone:917-392-8489 Phone:8173928489 Email:Mauricie.Ba nQbrNmrthtw=.nw Ooals Bete shipping Methad O813112021 Free Freight Delivery City Item Price Par unit Total 4 UPL968-bIaclk4=4101h30 $769.00 $3,076.00 V2 Height Adjustable Standing Desk - 60' x 30' - Black GREENGUARD Laminate Desktop(with grummets) 4 BUNDLE+7MA-2-OLK $0.00 $0.00 Bundle-V2 Standing Desk Frame-2-Leg (Black C-Frame,27.5" feet,SRD) 4 IOTGROMMET-BLK4M $0.00 $0.00 Bundle Two Grommet Cowers.-Bin& 4 BUNDLE-FRM001-BLK $29.00 $116.00 Advanced Digital Memory Keypad-Black 4 Indudad-accessaiaa-Zaeg $0.00 $0.0D 2-Leg Included Accessories 4 PRM004 $0.00 $0.00 PROMO UPLIFT Bar Key and 4 Kooaes 4 PROMO-ACC0t12 $0.00 $0.00 Promo Wire Management Tray by UPLIFT Desk 4 PROMO-LTG00443LK 50.00 $0.00 Free LED Desk Lamp E3-Black 4 IUTV MK-2 $39.00 $158.00 Bundle Advanced Wire Management Kit 4 BUNDLE-? MK90743LK $19.00 $76.00 Bundle Magnetic Cable OrgantrJng Channel-Black 4 BUNDLE=PDC010 ll-K $39.00 $150.00 Bundle Wireless Charging Power Huh-Block 102 Cooperative Purchase Page 6 of 14 UPLIFT DESK Estimate UPLIFT Desk UPLIFT Desk 2139 W.AndersoX 79757 Lane #E5T80508 ft ham price Per link TOW 4 BUNDLE-PDCOOh-2 $49.00 $198.00 Bundle Duplicate 8-Outlet Mountable Surge Protector by UPLIFT Doak 4 BUNDLE-OPUIZI SN.00 M.00 Bundle CPU Holder 4 BUNDLE-MDNOOZ-BLK $118.OD $476.00 Discounted Zllkser Dual MonitorAmt-Black 4 BUNDLE-CPU738 $89.00 $M.00 Bundle CPU Holder 4 BUNDLE-MONOW-BLK $119.00 $470.00 Discounted Zllker duel McnitorAen-Black Subtotal $5,440.00 Shipping $0.00 Dhmunt $400.00 Total $6,040-00 This quote is carTently marked tax exempt but a valid tax exemption certificate has not yet been applied.If a valid tax eaamptian certificate is not p wvided,the cstimatr d sales tax will be:$415.90 2 oi2 Cooperative Purchase Page 7 of 14 Exhibit B Vendor Coop GSA eLibrary Contractor Information General Services Administration Schedule 47QSCA18D000W Cooperative Purchase Page 8 of 14 Contract Holder GENERAL SERVICES ADMINISTRATION FEDERAL ACQUISITION SERVICE AUTHORIZED FEDERAL SUPPLY SCHEDULE CATALOG/PRICE LIST On-line access to contract ordering information,terms and conditions,up-to-[late pricing,and the option to create an electronic del Ivory order is available through GSA Advantage!,a menu-driven database system. The INTERN ET address for GSA Advantage!is httn:llwww.gsaadvantage.Qo� Multiple Award Schedule (MAS) SIN 33721 SIN OLM Square Grove LLC D BA: CONTRACT NUMBER: 47QSCA18DOODW CONTRACT PERIOD: August 31,2018 to August 30,2023 For more information on ordering from Federal Supply Schedules click on the GSA Schedules link at W W W.gSa.9GV CONTRACTOR. Square Grove LLC(GSA: UPLIFT Desk) 2139 W ANDERSON LN AUSTIN,TX 78757-1221 Phone: 512.614-3126 Fax: 512.828-8000 Wehsite: https://www.upHftdesk.comi Email: eric@upliftdesk.com CONTRACTOR'S ADMINISTRATION SOURCE: Eric Anderson BUSINESS SIZE: Small Socioeconomic Indicators: Small CUSTOMER INFORMATION: Page 1 of 4 Cooperative Purchase Page 9 of 14 I& TABLE OF AWARDED SPECIAL ITEM NUMBERS(SINs) SIN DESCRIPTION 33721 Office Furniture OLM Order Level Materials 1b. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: (Government net price based on a unit of one) SIN MODEL PRICE 33721 STRO07-BL $26.30 1c. HOURLY RATES: (Services Only) NA 2. MAXIMUM ORDER*: $500,000 per SIN and$500,000 per order 'Ordering activities may request a price reduction at any time before placing an order,establishing a BPA.or in conjunction with the annual BPA review.However,the ordering activity shall seek a price reduction when the order or BPA exceeds the simplified acquisition threshold.Schedule contractors are not required to pass on to all schedule users a price reduction extended only to an Individual ordering activity for a specific order or BPA 3. MINIMUM ORDER: $100.00 4. GEOGRAPHIC COVERAGE: Domestic,48 states,Washington, DC, Puerto Rico, US Territories and to a GNUS port or consolidation point for orders received from overseas activities or give details as negotiated 5. POINT(S)OF PRODUCTION: Austin,Texas 5. DISCOUNT FROM LIST PRICES: All prices are net discounts. 7. QUANTITY DISCOUNTS): None Page Z of 4 Cooperative Purchase Page 10 of 14 8. PROMPT PAYMENT TERMS: Not 30. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9.a Government Purchase Cards must be accepted at or below the micro-purchase threshold. 9.b Government Purchase Cards are accepted above the micro-purchase threshold. Contact contractor for limit. 10. FOREIGN ITEMS: As Applicable 11 a. TI ME OF DELIVERY: Shipped 7 Days after receipt of order 11b. EXPEDITED DELIVERY: Contact contractor 11c. OVERNIGHT AND 2-DAY DELIVERY: Contact contractor i 1d. URGENT REQUIRMENTS: Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery. 12. FOB POINT: Destination 13a. ORDERING ADDRESS: same as contractor 13b. ORDERING PROCEDURES: For supplies and services,the ordering procedures, information on Blanket Purchase Agreements(BPA's)are found in FAR 8.405-3 14. PAYMENT ADDRESS: Same as contractor 15. WARRANTY PROVISION: Standard Commercial Warranty. Customer should contact contractor for a copy of the warranty 16. EXPORT PACKING CHARGES: None 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE: (any thresholds above the micro-purchase level may be Inserted by contractor) Page 3 of 4 Cooperative Purchase Page 11 of 14 18. TERMS AND CONDITIONS OF RENTAL,MAINTENANCE,AND REPAIR(IF APPLICABLE): NIA 19. TERMS AND CONDITIONS OF INSTALLATION(IF APPLICABLE): NIA 20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES(IF AVAILABLE): NIA 20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES(IF APPLICABLE): NIA 21. LIST OF SERVICE AND DISTRIBUTION POINTS(IF APPLICABLE): NIA 22. LIST OF PARTICIPATING DEALERS(IF APPLICABLE): NIA 21 PREVENTIVE MAINTENANCE(IF APPLICABLE): NIA 24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES(e.g.recycled content, energy efficiency, and/or reduced pollutants): NIA 24b. Section 508 Compliance for EIT: as applicable 25. DUNS NUMBER: 137576380 26. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT(SAM) DATABASE: Contractor has an Active Registration in the SAM database. Page 4 of 4 Cooperative Purchase Page 12 of 14 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B.23,84th Leg., Regular Session. OFFlCEUSEONLY This questionnaire is being filed in accordance with Chapter 176.Local Government Code.by a vendor who Data Racaivod has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental anfity not later than die 7th business day attar the date Hie vendor becomes aware of Facts that require the statement to be fled. See section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 178.006,Local Government Code.An offense under this section is a misdemeanor. .1J Name of vendor who has a business relationship with local governmental entity. N/A El 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer IJ Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section f 76.003(a)[2)[A), Also describe any family relationship with the local government officer. Complete subparts Aand B for each employment or business relationship described. Attach additional pages to this Form Cif]as necessary. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income. other than investment income,from the vendor? Yes " No B. Is the vendor receiving or likely to receive Taxable income,other than investment income,Irom or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? El Yes E] No 5 Describe each employmentor business relationshipthatthe vendor named in Section f maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/A 6 ❑ Check this box if the vendor has given the local government officer or afamily member of the officer one oT more gifts as described in Section 175.003{a}(2)[8), excluding gifts described In Section 176.003(a-1). 7 2-14-2022 Signature of Lv6ndor doing business with the governmental entity Data Form provided by Texas Ethics Commission www.athics.state.tx.Lis Revised 11!3012015 Cooperative Purchase Page 13 of 14 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government God may be tound at http:llwww.statutes.Iegis.state.tx.us' Docs/LG/htm/LG.176.htm.For easy reference,below are some of the sections cited on this form. Local Government Code§176.001(1-a):'Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or art agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public;or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,and reporting to,that agency. Local Government Code 4 1 76.003(a)(2)(A)and(8): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds$2,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Cade§176.006(a)and(a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity,or a family member of the officer,one or more gifts with the aggregate value specified by Section 176,003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity;or (B) submits to the local governmental entity an application,response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer,or a family member of the officer,described by Subsection(a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a IocaI government officer. Farm provided by Texas Ethics Commission www.athics.stat9.tx.us Revised 1113012015 Cooperative Purchase Page 14 of 14