HomeMy WebLinkAboutContract 57878 CSC No. 57878
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between World Wide
Technology, LLC ("Seller") and the City of Fort Worth, ("Buyer"),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—City's Terms and Conditions;
3. Exhibit B —Conflict of Interest Questionnaire;
5. Exhibit C —DIR-CPO-4444 Pricing Index; and
6. Exhibit D — Cooperative Agency Contract and Amendment (e.g., NJPA, DIR,
BuyBoard); and
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit
C — [Cooperative Agency Contract], then Exhibit A — City's Terms and Conditions shall control, but
only to the extent allowable under the Texas Department of Information Resources Contract DIR-CPO-
4444.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by Buyer
shall be in the amount of eight hundred thousand dollars ($800,000.00). Seller shall not provide any
additional items or services or bill for expenses incurred for Buyer not specified by this Agreement
unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be
liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves
such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on June 27, 2023. City shall be able to renew this
agreement for 2 one-year renewal options by written agreement of the parties.
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Wash in glen(Ju122,202215:42 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: Jul 22, 2022
APPROVAL RECOMMENDED: By: Bobby Lee(Jul 13,202214:45 CDT)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
By: 7-
APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
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ATTEST: y:
B,� °�Y�d
p ° °o��d Name: Taylor Paris
�vo o=d Title: Assistant City Attorney
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By: JannetteS.Goodall(Ju123,202207:O1CDT) aaa TEXAS Qx CONTRACT AUTHORIZATION:
Name: Jannette Goodall �nnnn�4a� M&C: 22-0547 6/28/2022
Title: City Secretary
SELLER:
World Wide Technology LLC.
Blake Denney 13,20 14:31"2 3CDT)
By:
Name: Blake Benney
Title: Regional Manager
Date: Jul 13, 2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire on June 27, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term").
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary,Buyer 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 Buyer, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction
PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect,in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers,purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery, return of goods at the Seller's cost and/or non-payment.
6.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery.
7.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
8.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
9.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
10.0 INVOICES
10.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill,when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
10.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
10.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
11.0 PRICE WARRANTY
11.1 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee,excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or
rights arising pursuant to said purchase(s), to cancel this contract without liability and to
deduct from the contract price such commission percentage, brokerage or contingent fee,
or otherwise to recover the full amount thereof.
12.0 PRODUCT WARRANTY
To the extent Seller has not notified the Buyer otherwise, Seller warrants that the goods furnished
will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,
and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
13.1 The SELLER warrants that to its knowledge all Deliverables provided under a
SOW, or any part thereof, furnished hereunder, including but not limited to:
programs, documentation, software, analyses, applications, methods, ways, and
processes (in this Section each individually referred to as a "Deliverable" and
collectively as the "Deliverables,") do not infringe upon or violate any patent,
copyrights, trademarks, service marks, trade secrets, or any intellectual property
rights or other third party proprietary rights, in the performance of services under
this Agreement.
13.2 SELLER shall be liable and responsible for any and all claims made against the
Buyer 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 Buyer's continued use of the
Deliverable(s) hereunder; provided, however, SELLER shall have no obligation
with respect to any infringement claim based upon (a) any use of the Deliverable
that is not in accordance with SELLER's documentation; (b) any use of the
Deliverable in combination with other products, equipment, software, or data not
supplied by SELLER if such infringement would not have arisen but for such
combination; or (c) any modification or alteration of the Deliverable by any person
other than SELLER.
13.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret,or similar property right for which Seller is liable under Section 18.2,it being
understood that this agreement to defend, settle or pay shall not apply if Buyer
modifies or misuses the software and/or documentation. So long as SELLER bears
the cost and expense of payment for claims or actions against Buyer pursuant to this
section, SELLER shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,Buyer shall have the right to fully participate
in any and all such settlement, negotiations, or lawsuit as necessary to protect
Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the
event Buyer, for whatever reason, assumes the responsibility for payment of costs
and expenses for any claim or action brought against Buyer for infringement arising
under this Agreement, Buyer shall have the sole right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action,with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
Buyer; or(d)if none of the foregoing alternatives is reasonably available to SELLER
terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available to
Buyer under law; and
13.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
13.5 Buyer agrees that it will not intentionally disclose or transmit to Seller any personal
data (meaning any information relating to an identified or identifiable natural
person directly or indirectly), protected health information, customer information
or other structured personal information as defined by applicable data protection
laws(collectively"Protected Data").If Buyer inadvertently provides Protected Data
to Seller, it will promptly notify Seller, Seller will take commercially reasonably
measures to secure such Protected Data.
14.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations,reports, memoranda, letters, ideas,processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
by the Seller for the Buyer pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may
be considered "work(s) made for hire" and will be and remain the exclusive property of the
Buyer; provided, however, that nothing in this agreement will be construed to restrict, impair or
deprive SELLER of any of its rights or proprietary interest in, and SELLER will own, its
technology, products, skill sets, concepts, tools, general software libraries and their contents,
know-how, techniques, and methods that existed prior to and independent of the performance of
services under this agreement or which SELLER or a third party may have refined during the
course of its performance To the extent that the Work Product, under applicable law, may not be
considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers,
grants, conveys, and assigns exclusively to Buyer, all rights, title and ownership interests,
including copyright, which Seller may have in any Work Product or any tangible media
embodying such Work Product, without the necessity of any further consideration, and Buyer
shall be entitled to obtain and hold in its own name, all Intellectual Property rights in and to the
Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest
in such Work Product.
15.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which
Buyer may have in law or equity.
16.0 TERMINATION
16.1 Written Notice. The purchase of goods under this order may be terminated in whole or
in part by Buyer,with or without cause,at any time upon the delivery to Seller of a written
"Notice of Termination" specifying the extent to which the goods to be purchased under
the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of
Buyer as set forth herein.
16.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
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 Buyer of any kind
whatsoever,except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
16.3 Duties and Obligations of the Parties.Upon termination of this Agreement for any reason,
Seller shall only be compensated for items requested by the Buyer and delivered prior to
the effective date of termination, and Buyer shall not be liable for any other costs,
including any claims for lost profits or incidental damages. Seller shall provide Buyer
with copies of all completed or partially completed documents prepared under this
Agreement. In the event Seller has received access to Buyer Information or data as a
requirement to perform services hereunder, Seller shall return all Buyer provided data to
Buyer in a machine readable format or other format deemed acceptable to Buyer.
17.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights,interests, or obligations to another entity.The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties, fees or interest resulting therefrom.
18.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
19.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
20.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement.No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, and the Seller's Quote.
21.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or"UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State of Texas.
22.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller,
its officers, agents, employees,vendors and subcontractors.Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees,vendors and subcontractors.
23.0 LIABILITY AND INDEMNIFICATION.
23.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT
ACT(S) OR OMISSION(S), WILLFULLMISCONDUCT OF SELLER, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
23.2 GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, 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 PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS
TO SELLER'SBUSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL
INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF
SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
24.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement,which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
25.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have
been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
26.0 NOTICES TO PARTIES
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 BUYER: TO SELLER:
City of Fort Worth World Wide Technology, LLC
Attn: Purchasing Manager Attn: Legal and Compliance
200 Texas Street 1 World Wide Way
Fort Worth, TX 76102-6314 St. Louis, MO 63146
Facsimile: (817) 392-8654 ,
With copy to Fort Worth City With a copy to Jake Henne
Attorney's Office at same address Jake.heene@wwt.com
27.0 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN
INTEREST,SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM.
28.0 IMMIGRATION NATIONALITY ACT
Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
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 Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller,
shall have the right to immediately terminate this Agreement for violations of this provision by
Seller.
29.0 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
30.0 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under
this contract, 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 Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits.
The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of
this Agreement.
31.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis
of disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of
its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal, state and local laws concerning disability and will defend,indemnify and hold
Buyer harmless against any claims or allegations asserted by third parties or subcontractors
against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
32.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall
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 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 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. If the parties submit the dispute to non-
binding mediation and 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.
33.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the Buyer is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract,Seller certifies that Seller's
signature provides written verification to the Buyer that Seller: (1) does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
34.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a
contract for goods or services that has a value of$100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does not boycott
energy companies; and (2)will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and(2)
will not boycott energy companies during the term of this Agreement.
35.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice,policy, guidance, or directive that discriminates
36.0 INSURANCE REQUIREMENTS
36.1 Insurance.
36.1.1 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:
36.1.1.1 Commercial General Liability:
36.1.1.1.1 Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate; or
36.1.1.1.2 Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount
of$2,000,000. Umbrella policy shall contain a follow-form
provision and shall include coverage for personal and
advertising injury.
36.1.1.1.3 Defense costs shall be outside the limits of liability.
36.1.1.1.4 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.
36.1.1.1.5 Professional Liability (Errors & Omissions) including
Network Security and Privacy Liability in the amount of
$2,000,000 per claim and $4,000,000 aggregate limit.
36.1.1.1.6 Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
36.1.1.1.7 Coverage shall include, but not be limited to, the following:
36.1.1.1.7.1 Failure to prevent unauthorized access;
36.1.1.1.7.2 Unauthorized disclosure of information;
36.1.1.1.7.3 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. 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, shall be submitted to the City to evidence
coverage; and
36.2 General Insurance Requirements:
36.2.1 All applicable policies, except for Professional Liability, 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.
36.2.2 The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of the City of Fort Worth.
36.2.3 A minimum of Thirty (30) days' notice of cancellation 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.
36.2.4 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.
36.2.5 Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
36.2.6 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.
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer.Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also
available at http://www.ethics.state.tx.us/forms/CIo.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Begular Session. OFRCE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local GovemmentCode, Date Received
by a vendorwho has a business relationship as defined by Section 176.001(f-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator ofthe local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statementto be filed. See Section 176.006(a-1),Local GovernmentCode.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense underthis section is a misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
Check this box ifyou are 111Ing an update to a previously filed questlonnalre.
(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 offioer about whom the information Inthis section is being disclosed.
Name of Officer
This section(item 3 including subparts A, B. G, & D) must be completed for each officer with whom the vendor has ar
employment or other business relationship as defined by Section 176 001(1-a), Local Government Code_ Attach additional
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income,from the vendor?
F] Yes F7 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
governmer officer named in this section AND the taxable income is not received from the local governmental entity?
Yes F-1 No
C. Is the filer of this questionnaire employed by 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?
F] Yes = No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Signature of vendor doing business with the governmental entity Date
Adopted 817f2015
DocuSign Envelope ID:C5BEF39D-8FB7-4372-AED6-C18ECB95CDOB
Exhibit C
Carahsoft Technology Corporation
DIR-CPO-4444
Appendix C,Pricing Index
Brand Product Description-Software DIR Discount
Acquia Acquia Software 5.00%
Appsian Appsian Software 5.00%
Arista Arista Software 3.00%
AWS AWS Software 1.00%
BeyondTrust Licenses BeyondTrust Licenses 9.50%
BeyondTrust Appliances BeyondTrust Appliances 5.25%
BlackBerry BlackBerry Software 4.00%
Box Box Software 18.39%
ClearCube ClearCube Software 2.00%
CloudSafe CloudSafe Software 50.00%
Cylance Cylance Software 1.75%
Databricks Databricks Software 1.74%
Denodo Denodo Software 1.70%
DocuSign DocuSign Software 4.00%
EnterpriseDB EnterpriseDB Software 5.00%
ExtraHop ExtraHop Software 5.00%
FireEye FireEye Software 2.00%
FireEye FireEye Hardware 5.00%
FireEye FireEye Management Software 35.00%
Gigamon Gigamon Software 4.00%
HYCU HYCU Software 7.00%
HyTrust HyTrust Software 6.00%
imperva imperva Software 2.50%
imprivata imprivata Software 3.12%
Infoblox Infoblox Software 3.00%
ITAD ITAD Software 15.00%
ivanti ivanti Software 3.00%
Kofax Kofax Software 10.00%
Liquidware Liquidware Software 9.32%
MacAfee MacAfee Software 5.00%
Micro Focus Micro Focus Software 4.60%
New Relic New Relic Software 3.00%
Nlyte Nlyte Software 5.00%
Nutanix Nutanix Software 8.75%
Okta Okta Software 1.50%
Palo Alto Networks Palo Alto Networks Software 10.00%
Puppet Puppet Software 6.00%
Red Hat Red Hat Enterprise Linux Platform 20.48%
Red Hat Red Hat Enterprise Linux Middleware 20.48%
Red Hat Red Hat Cloud Solutions 16.0006
Red Hat Red Hat Enterprise Virtualization 20.48%
Red Hat Red Hat Network Satellite and Related Network 20.48%
Red Hat Red Hat Gluster Storage 16.00%
Red Hat Red Hat CEPH Storage 16.0006
Red Hat Red Hat Mobile Application Platform 1.00%
Red Hat Red Hat Ansible Software 1.00%
Red Hat Red Hat Technical Account Managers 1.00%
RSA RSA Software 8.00%
DocuSign Envelope ID:C5BEF39D-8FB7-4372-AED6-C18ECB95CDOB
Rubrik Rubrik Software 7.00%
SecureWorks SecureWorks Software 1.39%
SolarWinds SolarWinds Software(New License/Maint. &Renewals/New Subscriptions) 20.00%
Symantec Symantec Software 9.50%
Teradici Teradici Software 3.75%
Thales Thales Software 1.00%
UiPath UiPath Software 2.00%
Veritas Veritas Software 15.64%
VMware Government VMware Government Software 3.50%
VMware Academic VMware Academic Software 43.50%
zscaler zScaler Software 20.40%
Brand Product Description-Services DIR Discount
Acquia Acquia Services 4.80%
Appsian Appsian Services 5.00%
Arista Arista Services 3.00%
AWS AWS Services 1.00%
BeyondTrust Licenses BeyondTrust Licenses Services 9.50%
BeyondTrust Appliances BeyondTrust Appliances Services 5.25%
BlackBerry BlackBerry Services 5.00%
Box Box Services 5.00%
ClearCube ClearCube Services 2.00%
CloudSafe CloudSafe Services 50.00%
Cylance Cylance Services 1.75%
Databricks Databricks Services 1.74%
Denodo Denodo Services 1.70%
DocuSign DocuSign Services 3.00%
EnterpriseDB EnterpriseDB Services 5.00%
ExtraHop ExtraHop Services 5.00%
FireEye Fire Eye Services 1.00%
Gigamon Gigamon Services 7.00%
Go Planet Go Planet Services 3.00%
HYCU HYCU Services 6.00%
HyTrust HyTrust Services 5.65%
imperva imperva Services 2.50%
imprivata imprivata Services 3.120o
Infoblox Infoblox Services 3.00%
ITAD ITAD Services 15.00%
ivanti ivanti Services 2.50%
Kofax Kofax Services 5.00%
Liquidware Liquidware Services 9.00%
MacAfee MacAfee Services 5.00%
Micro Focus Micro Focus Services 2.00%
New Relic New Relic Services 3.00%
Nlyte Nlyte Services 5.00%
Nutanix Nutanix Services 5.00%
Okta Okta Services 1.50%
Palo Alto Networks Palo Alto Networks Services 5.00%
Puppet Puppet Services 6.00%
Red Hat Red Hat Enterprise Linux Platform Services 1.00%
Red Hat Red Hat Enterprise Linux Middleware Services 1.00%
Red Hat Red Hat Cloud Solutions Services 1.00%
Red Hat Red Hat Enterprise Virtualization Services 1.00%
DocuSign Envelope ID:C5BEF39D-8FB7-4372-AED6-C18ECB95CDOB
Red Hat Red Hat Network Satellite and Related Network Services 1.00%
Red Hat Red Hat Gluster Storage Services 1.00%
Red Hat Red Hat CEPH Storage Services 1.00%
Red Hat Red Hat Mobile Application Platform Services 1.00%
Red Hat Red Hat Ansible Software Services 1.00%
Red Hat Red Hat Technical Account Managers Services 1.00%
RSA RSA Services 1.00%
Rubrik Rubrik Services 7.00%
SecureWorks SecureWorks Services 1.39%
SolarWinds SolarWinds Services 10.00%
Symantec Symantec Services 9.50%
Teradici Teradici Services 5.75%
Thales Thales Services 1.00%
UiPath UiPath Services 2.00%
Veritas Veritas Services 4.50%
VMware Government VMware Government Services 3.50%
VMware Academic VMware Academic Services 3.50%
zScaler zScaler Services 5.00%
ClearCube ClearCube Hardware 2.00%
SolarWinds SolarWinds Subscription Renewals 10.00%
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
Exhibit D
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Carahsoft Technology Corporation
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and Carahsoft
Technology Corporation (hereinafter "Vendor"), with its principal place of business at 11493
Sunset Hills Road Suite 100 Reston,VA 20190.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,
Request for Offer (RFO) DIR-TSO-TMP-424, on March 15, 2019, for Education Information
Technology (I.T.) Products and Related Services. . Upon execution of this Contract, a notice of
award for RFO DIR-TSO-TMP-424 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as
follows: this Contract; Appendix A, Standard Terms and Conditions For Products and
Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-
TSO-TMP-424, including all addenda; and Exhibit 2, DIR-TSO-TMP-424, including all
addenda; are incorporated by reference and constitute the entire agreement between
DIR and Vendor governing purchase transactions. In the event of a conflict between the
documents listed in this paragraph related to purchases, the controlling document shall
be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and
finally Exhibit 2. In the event and to the extent any provisions contained in multiple
documents address the same or substantially the same subject matter but do not actually
conflict, the more recent provisions shall be deemed to have superseded earlier
provisions.
2. Term of Contract
The initial term of this Contract shall be two (2)years commencing on the last date of approval by
DIR and Vendor, with one (1) optional two-year renewal and one (1) optional one-year renewal.
Prior to expiration of each term,the contract will renew automatically under the same terms and
conditions unless either party provides notice to the other party 60 days in advance of the renewal
Department of Information Resources Page 1 of 5 (DIR rev 03/2018)
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
date stating that the party wishes to discuss modification of terms or not renew. Additionally,the
parties by mutual agreement may extend the term for up to ninety(90) additional calendar days.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to a Education Information Technology
(I.T.) Products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their product offering; however, any changes must be within the scope of products awarded
based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's
product line which was not included in the Vendor's response to the solicitation described in
Section 1.13 above.
B. Services
Services available under this Contract are limited to Education Information Technology
(I.T.) Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their service offering; however, any changes must be within the scope of services awarded
based on the posting described in Section 1.13 above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase
Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include
the DIR Administrative Fee.
5. DIR Administrative Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three-quarters of one percent (7S%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling$100,000.00 shall be $750.00.
B)All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Department of Information Resources
300 W. 15th St., Suite 1300
Austin,Texas 78701
Phone: (512)475-4700
Department of Information Resources Page 2 of 5 (DIR rev 03/2018)
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
If sent to the Vendor:
Kai Hollenhorst
Carahsoft Technology Corporation
11493 Sunset Hills Road Suite 100 Reston,VA 20190
Phone: (703) 230-7536
Facsimile: (703 ) 871-8505
Email: kai.hollenhorst@carahsoft.com
7. Software License, Service and Leasing Agreements
A. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract, and irrespective of whether any such provisions have been
proposed prior to or after the issuance of a Purchase Order for products licensed under this
Contract, or the fact that such other agreement may be affixed to or accompany software
upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall
supersede and govern the license terms between Customers and Vendor. It is the
Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine
if the Customer accepts the license terms as amended by this Contract. If the Customer
does not agree with the license terms, Customer shall be responsible for negotiating with
the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher.
B. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License Agreements,
Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental
documents amend or diminish the rights of DIR Customers or the State, such conflicting or
additional terms shall not take precedence over the terms of this Contract.
In the event of a conflict, any linked documents may not take precedence over the printed or
referenced documents comprising this contract; provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product or
service offering after the effective date of the update; and, provided further, that, if Vendor
has responded to a solicitation or request for pricing, no update of such linked documents on
or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective until
reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not [without prior written agreement from Customer's authorized signatory,]
require any document that: 1) diminishes the rights, benefits, or protections of the
Customer, or that alters the definitions, measurements, or method for determining any
authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs,
burdens, or obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon Customer.
Department of Information Resources Page 3 of 5 OR rev 03/2018)
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract,which in such case may
be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and
Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
(Remainder of this page intentionally left blank.)
Department of Information Resources Page 4 of 5 OR rev 03/2018)
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
Carahsoft Technology Corporation
Authorized By: Signature on File
Name: Robert Moore
Title: Vice President
Date: 1/17/2020
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 1/23/2020
Office of General Counsel: M.H. 1/21/2020
Department of Information Resources Page S of S (DIR rev 03/2018)
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/28/22 M&C FILE NUMBER: M&C 22-0547
LOG NAME: 04WWT INFRASTRUCTURE COOP
SUBJECT
(ALL)Authorize Non-Exclusive Purchase Agreements for Information Technology Infrastructure with World Wide Technology LLC. Using DIR-CPO-
4444 and OMNIA Partners Contract R210407 for a Combined Annual Amount of$800,000.00 with Five(5) Renewal Options in the Same Annual
Amount for the Information Technology Solutions Department(This use of ARPA funding was previously discussed and approved by Mayor and
Council)
RECOMMENDATION:
It is recommended that the City Council authorize non-exclusive purchase agreements for information technology infrastructure with World Wide
Technology LLC. using DIR-CPO-4444 and OMNIA Partners Contract R210407 for a combined annual amount of$800,000.00 with five(5)
renewal options in the same annual amount for the Information Technology Solutions Department.
DISCUSSION:
On 5/24/22 Mayor and Council Communication (M&C)22-0366 was approved to allocate American Rescue Plan Act(ARPA)Subtitle M
(Coronavirus State and Local Fiscal Recovery Funds)to the Information Technology Solutions(ITS)Department providing up to$3,675,000.00 in
support of infrastructure and data protection initiatives. Funding to support the execution of this contract will be available upon City Council
approval of M&C 13ARPA AMERICAN RESCUE PLAN TRANCHE 2, on the June 28, 2022 agenda, appropriating the 2nd tranche of ARPA
funding received from the U.S. Treasury on June 6, 2022. The Information Technology Solutions Department(ITS)will use these agreements to
purchase equipment and services with World Wide Technology LLC.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:
Vendor Co-op Expiration RFO Published Responses Due
Date
DIR-CPO-
WWT 4444 1/23/2025 3/15/2019 4/25/2019
OMNIA
Partners
WWT R210407 5/31/2026 12/1/2020 1/19/2021
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10%of the business. No specific contract amount is
guaranteed.
Funding will be budgeted in the Grants Operating Federal Fund for the purpose of funding the CLSD ARPA for ITS initiatives project upon City
Council approval of M&C 13ARPA AMERICAN RESCUE PLAN TRANCHE 2.
PRICE ANALYSIS-The Texas Department of Information Resources Contracts(DIR)and OMNIA Partners offer 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 and OMNIA Partners Contracts
are competitively bid to increase and simplify the purchasing power of government entities.
VIN BE: A M/WBE 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 up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
SUCCESSOR LANGUAGE: The City will initially use these DIR Contracts to make purchases authorized by this M&C. The Cooperative
Contracts are set to expire on various dates. If the DIR contracts are extended,this M&C authorizes the City to purchase similar equipment and
supplies under the extended contract. If the DIR contracts are not extended, but DIR executes new cooperative contracts with substantially similar
terms,this M&C authorizes the City to purchase the equipment and supplies under the new DIR contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreement past 2027 without seeking Council approval.
AGREEMENT TERM: Upon City Council's approval,these agreements will be executed and continue for a term of 12 months in accordance with
approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
RENEWAL TERMS-The Agreement may be renewed annually for five(5)one-year terms for the same annual amount. The renewals do not
require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Grants Cap Projects
Federal Fund ARPA for ITS initiatives project to support the approval of the above recommendation and award of the agreement. Prior to any
expenditure being incurred,the Information Technology Solutions Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015
Expedited