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HomeMy WebLinkAboutContract 59029DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 CSC No. 59029 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between SHI Government Solutions, 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 — DIR-TSO-4092 Appendix C Pricing Index; 3. Exhibit B — Texas Department of Information Resources Cooperative Contract No. DIR- TSO-4092; 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 not exceed the amount of Two Million, One Hundred Twenty -Six Thousand, Three Hundred Eighty -Seven and 00/100 dollars ($2,126,687.00). 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. This Agreement shall be executed in support of Microsoft Enterprise Agreement City Secretary Contract 55457. The term for City Secretary Contract (CSC) 55457 is April 1, 2023 through March 31, 2024. The purchase order for this renewal may be created up to thirty (30) days prior to April 1, 2023. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on February 21, 2024. 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 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 CITY: City of Fort Worth Attn: Valerie Washington, Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To VENDOR: SHI Government Solutions, Inc. Assistant City ATTN: Legal Department 1301 South MoPac Expressway, Ste. 375 Austin, TX 78746 Facsimile: 512-732-0232 With copy to Fort Worth City Attorney's Office at same address 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. [Signature page following] Cooperative Purchase Page 2 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 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: 44—yk� By: Valerie Washington (Mar 11, 202312:18 CST) Name: Valerie Washington Title: Assistant City Manager Date: Mar 11, 2023 APPROVAL RECOMMENDED: 10 Name: Kevin Gunn Title: IT Solutions Director 400nvon�� ATTEST: of F.RT°ad duo %OP.P �o °ono o=v as C� nEa 45gao By: Name: Jannette Goodall Title: City Secretary VENDOR: SHI Government Solutions, Inc. Docu Signed by: Darek Awas FVavt L QW&S By. EFFSr6C485... Name: Title: Manager - Contracts Date: 3/6/2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. in Steven Vandever (Mar7, 202313:59 CST) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: �� Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0139 Approved: 02/28/2023 Form 1295: 2021-713976 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 3 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 EXHIBIT A DIR-TSO-4092 SHI Government Solutions APPENDIX C PRICING INDEX Enterprise Agreement (comprised of subcategories as listed below) 18.75% Office Professional/Standard Level D less 7.5% Windows Pro Desktop Operating System Level D less 7.5% Core CAL/Enterprise CAL Suite (to include stand alone components)Level D less 6% All other or additional EA licensing Level D I Enterprise Subscription Agreement Level D less 2% 18.75% Select Plus Government Level D 18.75% Select Plus Academic Level D 18.75% This Contract covers the entire Microsoft Catalogue of products and Related Services plus any and all government and education volume licensing MSRP special Discount programs. 18.75% Depending on the Type of Software License negotiated NMI Software Related Services, such as installation, Configuration, training etc., will be provided upon request based on the following unit cost. Description UNIT COST COST Technical Review Level I Hourly $165.00 Technical Solutions Level I Hourly $220.00 Technical Solutions Level II Hourly $250.00 Project Management Hourly $119.00 PLEASE NOTE: All prices quoted to Customers shall include the administrative fee. The administrative fee = .75% x Customer Price Page 1 of 1 Cooperative Purchase Page 4 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 EXHIBIT B DIR Contract No. DIR TS04092 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES SHI Government Solutions, Inc. 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 15th Street, Suite 1300, Austin, Texas 78701, and SHI Government Solutions, Inc. (hereinafter "Vendor"), with its principal place of business at 1301 South MoPac ExpresswaySte. 375 Austin,TX 78746. 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-404, on 6/08/2017, for Value Added Software Resellers. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-404 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-404, including all addenda; and Exhibit 2, DIR-TSO-TMP-404, including all addenda; Exhibit 3, Eligible Customer Exceptions; 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 3, 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 term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, the contract will renew automatically in two year increments for two additional years, for a total of six years (6), under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal 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. Department of Information Resources Page 1 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 5 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04092 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Microsoft 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 LB above. B. Services Services available under this Contract are limited to Software services, plus related technical 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 D1R 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 (75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 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: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 15"' St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: kellv�arker adir.texas., oovv Department oflnformation Resources Page 2 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 6 of 15 DocuSign Envelope ID: DFF5FEC9-8lF1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04042 Vendor Contract No. If sent to the Vendor: Victoria Pubylski SHI Government Solutions, Inc. 1301 South Mo-Pac Expressway, Suite 375 Austin, Texas 78746 Phone: (512) 582-6724 Fax: (512) 732-0232 Email: Victoria PubvlskiAshi.com Software License 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, Vendor Shrink/Click Wrap License Agreements, Vendor Service Agreements or linked or supplemental Vendor 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. Department oflnformation Resources Page 3 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 7 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04092 Vendor Contract No. 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. The foregoing requirements do not apply to contracts between Customer and a software publisher. 8. Eligible Customers Vendor is authorized to sell awarded products and related services to all eligible DIR customers, excluding Texas state agencies. Exceptions to this provision are noted in Exhibit 3, Eligible Customer Exceptions. Appendix A, Standard Terms and Conditions for Product and Related Services Contracts, Section 3, Definitions Customer is hereby restated in its entirety and replaced as follows: A. Customer - any unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code,_and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith -based group, that enters into a financial or non- financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; Department oflnformation Resources Page 4 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 8 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04092 Vendor Contract No. 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. 9. Change of Channel Partner For all agreements, enrollments and tenant enrollments associated with DIR's Data Center Services (DCS) program, and any other Texas state agency, the authorized Reseller and Channel Partner transition to a new value-added reseller will be effective on the date stated in the Change of Channel Partner and Change of Direct and Large Account Reseller amendments executed by all Parties. Vendor agrees to sign and return the Change of Channel Partner amendments within 5 days of receipt. 10. Authorized Exceptions 1. Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. B. Contract, Section 3, Definitions, B) Compliance Check is hereby restated in its entirety as follows: B) Compliance Check — an audit of Vendor's, to the extent reasonably necessary, to verify performance hereunder. Vendor's audit may be performed by, but not limited to, a third -party auditor, DIR Internal Audit department, DIR contract management staff or their designees. C. Contract, Section 5, Intellectual Property Matters, Section A Definitions, Item 1, Work Product is hereby restated in its entirety as follows: 1)" Work Product" means any and all tangible and intangible output of Vendor's Services produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed for Customer, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, flow charts, notes, writings, data, information, multimedia files, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) any copies, and similar or derivative works to any of the foregoing, (iii) documentation and materials, and (iv) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is Department of Information Resources Page 5 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 9 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04092 Vendor Contract No. completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. D. Contract, Section 5, Intellectual Property Matters, A Definitions, Item 2) "Intellectual Property Rights" is hereby restated in its entirety as follows: 2) "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any compilations, diagrams, layouts, mask works, idea, design, concept, personality right, method, process, formula, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know- how, show -how, research and development; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any software (including routines and sub routines, trademark, service mark, logo, Confidential Information, pre-existing and independently developed materials, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. E. Contract, Section 5, Intellectual Property Matters, A Definitions, Item 5) "Vendor IP" is hereby restated in its entirety as follows: 5) "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things do not include (i) any Confidential Information of Customer; or (ii) any ideas, concepts, know-how, skills, methodologies, or techniques which (A) are developed solely by Customer, or (B) are unique to Customer or its applications and are developed for inclusion in the Work Product. F. Contract, Section 5, Intellectual Property Matters, B Ownership is hereby restated in its entirety as follows: Vendor owns all right, title, and interest the Vendor IP. As between Vendor and Customer, and upon payment by Customer, of any undisputed invoice of vendor directly related to a specific element of work product, that absent of the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. Subject to Vendor's confidentiality obligations to customer; Nothing in this Contract precludes Vendor from providing services similar to those described in this Contract or any Statement of Work to any other customers. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a Department oflnformation Resources Page 6 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 10 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04042 Vendor Contract No. joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all necessary and relevant Vendor materials, premises and computer files containing the Work Product Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third -Party IP, except as may be incorporated in the Work Product by Vendor. G. Contract, Section 5, Intellectual Property Matters, G) Return of Materials Pertaining to Work Product is hereby restated in its entirety as follows: Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things necessary to the understanding and operation of the work product and all things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things famished to Vendor by Customer or by anyone else that pertain to the Work Product. H. Contract, Section 5, Intellectual Property Matters, I) License to Customer is hereby restated in its entirety as follows: If Vendor includes any Vendor IP, then Vendor grants to Customer, a limited, perpetual, irrevocable, royalty free, non-exclusive license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP, solely to the extent such Vendor IP is necessary to use the Work Product, embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. Contract, Section 5, Intellectual Property Matters, L) Vendor Development Rights is hereby restated in its entirety as follows: To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. Customer shall not and shall not permit any affiliates or third party to translate, reverse engineer, decompile, recompile, update, or modify any Vendor 1P. If Customer provides any input, comments or suggestions regarding the Services, Vendor IP, or Vendor's business or technology Department oflnformation Resources Page 7 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 11 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04042 Vendor Contract No. plans, including comments or suggestions regarding the possible creation, development, modification, correction, improvement or enhancement of the Services or Vendor IP (collectively "Feedback"), then Customer shall grant and hereby grants Vendor a perpetual, nonexclusive, world-wide, royalty free, license to use such Feedback without restriction. J. Contract, Section 10, Vendors Responsibibility, A Indemnification, Item 3 Infringements is hereby restated in its entirety as follows: a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any direct damages arising from all third party claims that the Work Product involve infringement of any United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer, (v) Customer's combination or use of the Work Product or Service with software, services, or products developed by Customer or third parties or (vi) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non - infringing, or (iii) replace the Work Product or Services at no cost to Customer with non -infringing substitutes provided that the substitutes do not entail a material diminution in function in Customer's reasonable estimation. (Remainder of page intentionally left blank) Department oflnformation Resources Page 8 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 12 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 DIR Contract No. DIR TS04092 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. SHI Government Solutions, Inc. Authorized By: Signature on File Name: Natalie Castagno Title: Director of Response Team Date• 2/20/2018 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: 2/21/2018 Office of General Counsel: David Brown Signature on File 2/21/2018 Department of Information Resources Page 9 of 9 (DIR rev 10/16/17) Cooperative Purchase Page 13 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 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. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received 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 the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), 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. jJ Name of vendor who has a business relationship with local governmental entity. SHI Government Solutions z ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the .originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer AJ Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for 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? Yes X I 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? Yes ET1 No 5 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. N/A s Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 D-Sll"*111: 3/6/202 3 avt ( Qwas L �i Signature of vendor doing g doing-91r"�eM wi the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Cooperative Purchase Page 14 of 15 DocuSign Envelope ID: DFF5FEC9-81F1-4B89-A32F-F34FBD8F6DC0 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§ 176.001(1-a): "Business relationship" means acon nection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or 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 avendor if: (2) thevendor: (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) 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; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregatevalue 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 local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Cooperative Purchase Page 15 of 15 M&C Review Page 1 of 2 ACITY COUNCIL AGEND Create New From This M&C DATE: 2/28/2023 REFERENCE NO.: **M&C 23-0139 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FQRTWORTII 141 - 04AMEND SHI MICROSOFT EA NO SUBJECT: (ALL) Authorize an Amendment to City Secretary Contract No. 55457 with SHI Government Solutions, Inc. to Increase the Annual Amount by $720,000.00 for the Purchase of Microsoft Software Upgrades, License, Maintenance, and Related Services, Using State of Texas Department of Information Resources Cooperative Contract DIR- TSO-4092 for a Total Annual Amount of $2,126,387.00 for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize an amendment to City Secretary Contract No. 55457 with SHI Government Solutions, Inc. to increase the annual amount by $720,000.00 for the purchase of Microsoft Software Upgrades, License, Maintenance and Related Services, using State of Texas Department of Information Resources DIR-TSO-4092 for a total annual amount of $2,126,387.00 for the Information Technology Solutions Department. A 6'1�i111*111*] Z to On March 9, 2021, Mayor and Council Communication 21-0168 authorized execution a Purchase Agreement with SHI Government Solutions, Inc for an annual amount of $1,406,387.00 with two one- year renewal options through March 31, 2024. The State of Texas Department of Information Resources (DIR) agreement allowed IT Solutions to purchase Microsoft software licenses, maintenance, and related services for desktops, laptops, tablets, smartphones, servers, and databases under a Microsoft Enterprise Agreement (EA) for the foundation Microsoft products used by most employees. Software under the EA includes, but is not limited to Windows Desktop and Server, Office, Exchange, Virus Protection, and required Client Access Licenses (CAL) to maintain licensing compliance. The proposed amendment to City Secretary Contract No. (CSC) 55457 will upgrade Microsoft License Office 365 G1 to Office 365 G3 for CFW Knowledge workers. The upgrade increases the annual cost to $2,126,387.00. Significant benefits under this amendment include, the cost avoidance of a separate MS -Office purchase for half of the organization, it will enable the ability to have the Microsoft Office products available and managed through the 0365 portal as opposed to a separate deployment for products such as Word, Excel, and Powerpoint. It will also enable automatic access to many of the Office productivity suite products for further use by City Staff. On May 24, 2022 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, data protection initiatives, information security and cyber security. The ITS department will use this agreement to purchase services to support the City's information technology infrastructure based on initiatives identified in (M&C) 22-0366. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas http://apps.cfwnet.org/council_packet/mc review.asp?ID=30766&councildate=2/28/2023 3/7/2023 M&C Review Page 2 of 2 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. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution of the amendment and expire March 31, 2024. RENEWAL OPTIONS: The DIR agreement may be renewed for one additional one-year renewal term at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Funding is budgeted in the Other Contractual Services account of the Information Technology Solutions Department's Info Technology Systems Fund and in the ARPA for ITS Initiatives project within the Grants Cap Projects Federal Fund, as appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital & operating budgets, as previously appropriated, in the Grants Cap Projects Federal Fund for the ARPA for ITS Initiatives project and in the Info Technology Systems Fund to support the approval of the above recommendation and execution of the amendment to the contract. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account ID FROM Project Program Activity Budget Reference # Amount ID I I Year (Chartfield 2) Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Valerie Washington (6192) Kevin Gunn (2015) Sallie Trotter (8442) 04AMEND SHI MICROSOFT EA funds availability.pdf (CFW Internal) City of Fort Worth SHI EA2023.pdf (CFW Internal) FID Template MicrosoftEA2023.x1sx (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=30766&councildate=2/28/2023 3/7/2023