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Home My WebLink AboutContract 57302 FORT WORTH CSC No.57302 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between Testforce USA Inc. ("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—Texas Department of Information Resources DIR-CPO-4422 3. Exhibit B—DIR-CPO-4422 Pricing Index; 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 an amount not to exceed 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 May 24, 2023. City shall be able to renew this agreement for one (1) one-year option by written agreement of the parties. 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) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY Cooperative Purchase FT.WORTH, TX To CITY: To VENDOR: City of Fort Worth Testforce USA Inc. Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 15020 Beltway Drive 200 Texas Street Addison, TX Fort Worth, TX 76102-6314 Facsimile: N/A 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 8 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 8 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: Valor%o Washlnalfooh By signing I acknowledge that I am the person By. Valerie Washington(Mar 2 ,2022 11:16 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: Mar25,2022 APPROVAL RECOMMENDED: By: Name: Alan Girton Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director —^� ATTEST: By: Name: Taylor Paris 7Gl'bIbIG��G� c). C70001'Gl'LL Title: Assistant City Attorney By: Jan netteS.Good all(Mar28,202207:28CDT) CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: N/A ,a4��nn Title: City Secretary boa FORr��a 01k"O""..0-- 000000 4 & o VENDOR: ��° •4o000 =d 0 Testforce USA Inc. dad° ° 00000.0 FY By: Name: Sarni Stephan Title: President Date: March 14 2022 OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Cooperative Purchase Page 4 of 8 Exhibit A Testforce USA Inc. DIR-CPO-4422 DIR-CPO-4422 I Texas Department of Information Resources Contract Number Contract Term Date: 05/24/22 fll DIR—CPO—442 2 Contract Expiration Date: 05n4124 flr Certifications/Qualifications: eRate Vendor Information Testforce USA Inc VENDOR CONTACT: DIR CONTACT: Sarni Stephan & Nicole Simpson Cr Vendor ID: 32052971E Phone: (972)980-9876 Ext 7223 Phone:(512) 475-4971 HUB Type: Non HUB (M Vendor Website RFD: DIR-TSO-TMP-422 Contract Status: Active Contract Overview Testforce USA Inc.offers Data Storage, Data Communication & Networking products and related services through this contract. Customers can purchase directly through this DIR contract.The fallowing brands are available:Aeroflex Wichita.Contracts may be used by state and LocaL government,public education, other public entities in Texas,as well as public entities outside the state. ReseLLers are not available on this contract.DIR has exercised the automatic renewal option for this Contract.This renewal extends the contractthrough 5/24/2022. Cooperative Purchase Page 5 of 8 Exhibit B DIR-CPO-4422 Pricing Index Appendix C Pricing Index DIR-CPQ-4422 Testforce USA,Inc. . - Customer Brand CategorV Discount%off MSRP Aeroflex Wichita NetworklRadi❑Test Equipment 4.00% Aeroflex Wichita Netwo rklRadi o Test Equipment Tier 3 12.00% Aeroflex Wichita Network/Radio Test Equipment Tier 2 5M% Cooperative Purchase Page 6 of 8 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. CFFlCEUSEONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Date P.acaivod 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 entity not later than die 71111 business day alter die date the vendor becomes aware of Facts that require the statement to be filed. See Section 176.006fa-1 y,Local Government Coda. A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An offense under this section is a misdemeanor. .1J Name of vendor who has a business relationship with local governmental entity. 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.) 2J Name of local government officer about whom the information is being disclosed. Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 17B.003(a)(2)(A), Also describe any family relationship with the local government officer. Complete subparts Aand 6for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. 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? Ll Yes " No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from 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 6 Describe each employment or business relationship that the vendor named in Section 1 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. 5 ❑ Check this box if the vendor has given the local government officer or afamily member of the officer one or mare gifts as described in Section 176.003(a)(2)(8), excluding gifts described in Section 176.003(a-1). 7 Signature of vendor doing business with tie governmental entity Date Farm provided by Texas Ethics Commission www.athics.state.tx.Eis Revised 1113012015 Cooperative Purchase Page 7 of 8 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http:/lwww.statutes.Iegis.state.tx.us/ rocs/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 mare 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 an 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§176.003(a)(2)(A)and(B): (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 Code§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.ethics.stats.tx.us Revised 11/30/2015 Cooperative Purchase Page 8 of 8