HomeMy WebLinkAboutContract 57974 FORT WORTH CSC No. 57974
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between CDW
Government LLC ("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— CDW Government LLC DIR-TSO-4234 Pricing Index;
3. Exhibit B — Texas Department of Information Resources DIR-TSO-4234; 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 pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not 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 Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. 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 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 CDW Government LLC
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager 230 N. Milwaukee Ave.
200 Texas Street Vernon Hills, IL 60061
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 , 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 10
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and 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 10
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:
w5dg' e By signing I acknowledge that I am the person
By: Valerie Vlashington Aug 12,2022 09:24 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: Aug 12, 2022
�Jgy-11"
APPROVAL RECOMMENDED: By: Alex Varghese(Aug4,202211:55 CDT)
_Name: Alex Varghese
Title: Sr. IT Solutions Manager
STVz�w-
By: S.Trotter(�(Aug11,202208:57CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST: By:
Name: Taylor Paris
Title: Assistant City Attorney
Tahheffe S. Goodall
By. Jannette S.Goodall(Aug 12,202209:59 CDT) CONTRACT AUTHORIZATION:
Name: Jannette Goodall �ad�nn�� M&C: N/A
Title: City Secretary pp��°F 000000 d
0ON
VENDOR: 0I-I`0 °0�'��
V°
02
CDW Government LLC ����°°°°°°°°°°°� *a
daa�nEXA`�oaAp
By:
Name:Anup Sreedharan
Title-
Sr,Manager,Program Management
Date: May 11, 2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Cooperative Purchase Page 4 of 10
Exhibit A
CDW Government LLC DIR-TSO-4234 Pricing Index
Appendix C Pricing Index
DIR-TSOA234
CDW Government,LLC
Category Brand DIR Customer
MSRIP
Hardware
Emergency BackUp-Storage Pivot 3 27.00%
Emergency Back Up-Storage Hitachi 15.00%
Mass Communication Piper 20.00%
Asset Tracking Crossmatch 2.00%
radios,mobile radios,mobile communications and accessories Cradlepoint 18.00%
Emergency Alert Systems Axis 9.00%
Mobile Printers and Accessories Brother 15.00%
Mobile Communication Samsara 2.00%
Asset Tracking WASP 15%
Software
Mass Communication AMT-USA 8.00%
Resource Management Hitachi 15.0D%
Emergency Notification Crassmatch 5.00%
Emergency Notification Cradlepoint 18.00%
Resource Management-Mobile VPN Netmotion 15.OD%
Resource Management $plunk 1.25%
Response Management Samsara 2.00%
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Exhibit B
CDW Government LLC DIR-TSO-4234
htti)s:Hdir.texas.2ov/contracts/dir-tso-4234
Contract Number
Contract Term Date: 08130122
DIR_TS O—4 2 3 4 Contract Expiration Date: 08/30/23
Vendor Information
CDW Government LLC VENDOR CONTACT: ❑IR CONTACT:
Peter McGee 2 Tiffanay Waller Gr
Vendor ID: 1364230110800 Phone: (877) 708-8009 Phone: (512) 475-4962
HUB Type: Non HUB Q Fax: (312) 705-4678
RFO: DIR-TSO-TMP-398 Vendor Website Pf
Contract Status: Active
Contract Overview
This contract offers emergency preparedness products and related services.There are no resellers on this contract
Customers can purchase directly through this DIR contract.Contracts may be used by state and local government,
public education,other public entities in Texas,as well as public entities outside the state. DI has exercised the
automatic renewal option for this Contract.This renewal extends the contract through 8/30/2022.
Cooperative Purchase Page 6 of 10
DIR Contract No. DYR-IS0-4;34
Vendor Contract`Jo.
STATE OF TEXAS
DEP_AR-1MENT OF D;F 0 R_%IATION RES0URCES
CONTRACT FOR PRODUCTS AND RELATED SE RI-IC-ES
CDW OOI-ER-N-NIE. T LLC
I. Introduction
A. Parties
This Contract for Products and Related Services C:Ccntraef') i�entered into betw-een the
State-of Texas (:-State"),acting by and through the Department of Information Re�aurees
("DEC) with its principal place of business at 300 West 15� Street_ Suite 1300, Austin,
Texas 78701„and C+DW Government L.L.C:(:` .'endor ),with its Principal place cf business
at 230 Ir__VWivaukee Avenue,'Vernon Hills,Illinois 60061_
D. Compliance with Procurement Laws
Thib Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation an the Comptroller of Public Accounts' Electronic State
Badness Daily,Request for Offer(RFO)DIR-SDD-TRIP-395, an February 1b, 2017, for
Emergency Preparedness and Disaster Recover- luformation Technology (IT) Products
and Related Sen-ices. Upon execution of this Contract, a notice of aivard for RFO DIR-
SDD-TNIP-398 Ahall be posted by DIR on the Electronic State Business Dail--_
C. Order of Precedence
For purchase tramactioaa under this Contract„the order of precedence 5hall be as follows:
this Contract. Appendix A. Standard Terms and Conditions For Products and Related
Senices Contracts; Appendix B, Vendors Hiatoricall,- U derutilired Businesses
Subcontracting Puri; Appendix C, Pricing Index; Exhibit 1, �fndor`�, Response to RFO
DIR-ISO-TNIP-398_ includine all addi-nda: and Exhibit 2_ RFO DIR-TSO-TNIP-398.
including all addenda; are incorporated by refefence and constitute the entire agreement
behVeen DIR and Vendor goy"efnsna purchase transactions_ In the event of a -conflict
benveen the documents listed in thii paragraph related to pufcha es„ the corstfolling
document shall be this Contract„ then Appendix A: then Appendix B_ then Appendix C,
then.EThibit 1.and finally Exhibit 2._Inthe event and to the extent anvpfovisiam contained
in multiple documents address the same or substantially-the same subject mattef but do not
actually conflict. the more recent provisions shall be deemed to ha,-e Fupeneded earlier
pro%mwns_
2. Term of Contract
The initial term of this Contract shall be ta-o (2) years commencing on the last date of
appfo7al by DIR and �'encof„ 7;ith one (1) optional two-}'ear term and one (1) optional
one-}ear fene4val_ Prior to expiration of each term, the contract-will renew automatically
under the same terms aEd conditions unless either party pfovide�,notice to the other party
Cooperative Purchase Page 7 of 10
WR Contract No. D R-ISO-#234
Vender E'antract H-D.
T-ii�Cmtsact is executed to be effec&,-e as of the date of last signature.
CDW OOVERY TENT LLC
-authorized B3-:._�j i7 a"File
Name: TUAK. B"ieri
Tide: Director Pro zram Sales
Date: S'27'20 1S
The State of Te-al. actin; br and through the Deparrment of Informatimi Pie ourcm
Authorized By: Signature on File
Name: Hersilef Becker
Tide: thief Procurement Officer
Date: $r30i201 S
Office of General Counsel: I II 8,'29201S
Cooperative Purchase Page 8 of 10
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. OFRCEUSEONLY
This questionnaire is being filed in accordance with Chapter 176.Local Government Code,by a vendor who Data P.acaiv¢d
alas 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 the 701 business day after the date the vendor becomes aware of Facts tihat require the statement to be
filed. See Section 176.006(a-1y, Local Government Code.
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 ffling an update to a previou sly fiIad 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.
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 17B.003{a}[2)[A). Also describe any family relationship with the local government officer.
Complete subparts Aand 8 for each employment or business relationship described. Attach additional pages to this Form
Cif]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?
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?
E]Yes E] No
5 Describe each employmentor 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.
6
❑ Check this box if the vendor has givers the local government officer or afamIly member of the officer one or more 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 the governmental entity pate
Form provided by Texas Ethics Commission www.athIcs.state.tx.us Revised 11130+2015
Cooperative Purchase Page 9 of 10
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A comp lete copy of Chapter 176 of the Local Government Code may be found at http:llwww.statutes.Iegis,state.tx.usl
Cocs/LG/htmILG.176.htm.Far easy reference,below are some of the sections cited on this form.
Local Government Code§176.001(1-a1:'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) acuntract between the local guvemmental entity and vendor has been executed;
or
(H) the local governmental entity is considering entering into a contract with the
vendor;
(B) hasgiven to the local govemment 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
(I i) 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,Ora 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-f);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 local government officer.
Form provided by Texas Ethics Commission www.9thies.state.tx.us Revised 1113012015
Cooperative Purchase Page 10 of 10