HomeMy WebLinkAboutContract 5885DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
CSC No. 58895
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into
Technology, Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas ho
The Cooperative Purchase Agreement includes the following documents which
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.
4. Exhibit C — The Interlocal Purchasing System 200105; and
Exhibits A, B, and C 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 — TIPS 200105, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the TIPS 200105.
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 annually under this Agreement by Buyer shall
not exceed the amount of Eleven Million Two Hundred Thousand and 00/100 ($11,200,000.00). 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 May 31, 2023 to coincide with the Cooperative
Purchase Agreement. This Agreement may be amended to reflect the successive DIR Cooperative
Agreement to TIPS 200105 and be renewed annually in accordance with the terms of that TIPS
Cooperative Agreement.
[signature page following)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
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:
VC&- 4J.A--
By: Valerie Washington (Feb 20, 2023 10:22 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 20, 2023
APPROVAL RECOMMENDED:
/---" ��,'_
By: /
Name:
Kevin Gunn
Title:
Director, IT Solutions Department
4,ap4VOn�
qA FORp as
°°° rya°d
°
ATTEST:
�� op
*o
P16o
�° o=
o 0
o
daa * c 000*�d
'h a444 o °o-oo°°
as
EXA o
By:
�ilaaa4°'
Name:
Jannette Goodall
Title:
City Secretary
SELLER:
ePlus Technology, Inc.
DocuSigned by:
V 6t& ICI (X D"" t,,�� );
By. &
al
Name: Don MCLaughl i n
Title: Senior VP Contracts
Date: 2/13/202 3
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.
By: BobbyL, 2023 11:22 CST)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
I1199 Z1]L0417MV111lall] 7uFEWIQND11 1111/6/9
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022- 966298
ATTEST:
DocuSigned by:
Name: Matt Sy vester
Title:
Director, Contracts Ops
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non -breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of termination.
Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attornevs' Fees, Penalties, and Liquidated Damaaes. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a
court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost and expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
9. 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.
10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood
and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, City shall have the right to terminate the Agreement except for
those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
14. Addendum Controllina. If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Addendum shall control.
15. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code
of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under the Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and
the United States Attorney General.
16. Immiizration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under the Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under the
Agreement. Vendor 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 Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the
Agreement for violations of this provision by Vendor.
17. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City 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 Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
18. Rifzht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
19. Prohibition on Bovcottin2 Enerav 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 Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
20. 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 against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" 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. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
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 htty://www.ethics.state.tx.us/forms/CIO.vdf.
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.
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
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. 21 84th Leg., Regular Session. OFFIC£USEONLY
This questionnaire is being filed in accordance with Chapter 176, Local GDvemmentCDde, a81a Received
by a vendorwho has abusiness relationship as defined by Section 176A01(1-a)wlth a local
governmental entity and thevendor meets requirements under Section 1T6.a06(a).
By law this questionnaire must be fiedwitfl the records administrator of the local governmental
entity not later than the 7th business day after the data the vendor becomes aware of facts
that require the statement to be filed_ ,see Section t76.006(a-t),Local Government code.
A vendor commits an offense if the vendor knowingly violates Section 176006. Local
Government Code. An offense under this section isa misdemeanor.
J mame otvendorwho has a business relationship with local governmental entity.
ePlus Technology, inc.
21 ❑ Check this box Ifyou 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 fled questionnaire was
incomplete or inaccurate.}
3
Name of Tocal government affleef aboutwhom the information fn this section is being disclosed.
N/A
Name of Officer
This section {item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
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?
Yes F-1 No N/A
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 named in this section AND the taxable income is not received from the local governmental entity?
Yes E:] No N/A
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
govemment officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes F-1 No N/A
D. ❑escnbe each employment or business and family relationship with the local govemment officer named in this section.
N/A
4 Docusigned by:
� b�L 2/13/2023
Signs rt4Y�rtrg business with the governmental entity Date
Adopted BM2615
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
EXHIBIT C
TIPS 200105
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
TIPS VENDOR AGREEMENT
Between Future Com, LTD and
(Company Name)
THE INTERLOCAL PURCHASING SYSTEM (TIPS),
a Department of Texas Education Service Center Region 8 for
TIPS RFP 200105 Technology Solutions, Products and Services
General Information
The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing
System (hereinafter referred to as "TIPS" respectfully) a government cooperative purchasing program
authorized by the Region 8 Education Service Center, having its principal place of business at 4845 US Hwy
271 North, Pittsburg, Texas 75686. This Agreement consists of the provisions set forth below, including
provisions of all Attachments referenced herein. In the event of a conflict between the provisions set forth
below and those contained in any Attachment, the provisions set forth shall control unless otherwise.agreed
by the parties in writing and by signature and date on the attachment.
A Purchase Order, Agreement or Contract is the TIPS Member's approval providing the authority to proceed
with the negotiated delivery order under the Agreement. Special terms and conditions as agreed between
the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement or
Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business
goals are some, but not all, of the addendums possible.
Terms and Conditions
Freight
All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge
or not. If no charge for freight or shipping, indicate by stating "No Charge" or "$0", "included in price" or
other similar indication. Otherwise, all shipping, freight or delivery changes shal I be passed through to the
TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative
shipping terms are agreed by TIPS as a result of the proposal award.
Warranty Conditions
FUTU RE COM, LTD. MAKES ANDTIPS /TIPS MEMBER RECEIVES ABSOLUTELY NO WARRANTIES, EXPRESSED
OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED WARRANTIES OF MERCHANTABILITY AND FITNESS
FORA PARTICULAR PURPOSE FORALLGOODS MANUFACTURED BY FUTURE COM, LTD. MANUFACTURERS'
WARRANTIES WILL BE PASSED THROUGH TO TIPS MEMBERS FOR ALL GOODS NOT MANUFACTURED BY
FUTURE COM, LTD. Vendor shall be legally permitted to sell all products offered for sale to TIPS Members
if the offering is included in the Request for Proposal category. All goods proposed and sold shall be new
unless clearly stated in writing.
Customer Support
The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the
Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of the
request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed with
the TIPS Member.
Non-JOC Vendor Agreement Negotiated
Page 2
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Agreements
Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by
authorized agents of the TIPS Member participating government entities, but other means of placing an
order may be used at the Member's discretion.
Tax exempt status
Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s)
of the TIPS Member shall apply.
Assignments of Agreements
No assignment of this Agreement may be made without the prior notification of TIPS. Written
approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services
can only be made to the awarded ° Vendor, Vendor designated reseller or vendor assigned
company.
Disclosures
Vendor and TIPS affirms that he/she or any authorized employees or agents has not given, offered
to give, nor intends to give at any time hereafter any economic opportunity, future employment,
gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this
Agreement.
Vendor shall attach, in writing, a complete description of any and all relationships that might be
considered a conflict of interest in doing business with the TIPS program.
The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently,
and is submitted without collusion with anyone to obtain information or gain any favoritism that would in
any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.
Term and Renewal of Agreements
The Agreement with TIPS is for three (3) years with an option for renewal for an additional one (1) consecutive
year if both parties agree. TIPS may or may not exercise the one-year extension beyond the base three-year
term and whether or not to offer the extension is at the sole discretion of TIPS. The scheduled Agreement
termination date shall be the last date of the
month of the last month of the agreement's legal effect. Example: If the agreementis
scheduled to end on May 23, the anniversary date of the award, it would actually be extended to
May 31 in the last month of the last year the contract is active.
Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members
Resulting from the Solicitation and with the Vendor Named in this Agreement.
No Agreement for goods or services with a TIPS Member by the awarded vendor named in this
Agreement that results from the solicitation award named in this Agreement, may incorporate
an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply.
All renewal terms incorporated in an Agreement by the vendor with the TIPS Membershall only be valid and
enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other
written instruction issued by the TIPS Memberfor any renewal period. The purpose of this clause is to avoid a
TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS
Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term
is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic
renewal clause that conflicts with these terms is rendered void and unenforceable.
Shipments
Non-JOC Vendor Agreement Negotiated
Page 3
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable
time after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the
Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for
completion of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is
not acceptable or not as agreed by the parties.
Invoices
Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying
designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or
pertinent information for verification of TIPS Member receipt shall be made available upon request.
Payments
The TIPS Member will make payments directly to the Vendor, the vendor assigned dealer or as agreed by the
Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s),
whichever is the greater time or as otherwise provided by an agreement of the parties.
Pricing
Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall
include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor will
not show adding the fee to the invoice presented to TIPS Member customer.
Participation Fees and Reporting of Sales to TIPS by Vendor
The Participation Fee that was published as part of the Solicitation and the fee published is the
Legally effective fee, along with any fee conditions stated in the RFP. Collection of the fees by TIPS is required
under Texas Government Code §791.011 Et seq. Vendor or vendor assigned dealer agrees to pay the
participation fee for all Agreement sales to TIPS on a monthly scheduled report or as otherwise agreed by the
parties.
Reporting of Sales to TIPS by Vendor
Vendor is required to report all sales under the TIPS contract to TIPS. If the TIPS Member entity requesting a
price from the awarded Vendor requests the TIPS contract, Vendor must include the TIPS Contract number on
any communications with the TIPS Member entity. To report sales, login to the TIPS Vendor Portal and click on
the PO's and Payments tab. Pages 3-7 of the Vendor Portal User Guide will walk you through the process of
reporting sales to TIPS. Please refer to the TIPS Accounting FAA's for more information about reporting sales
and if you have further questions, contact the Accounting Team at accounting@tips-usa.com. The Vendor or
vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement
and submitting same to TIPS. Failure to render the participation fee to TIPS shall constitute a breach of this
agreement with our parent governmental entity, Texas Education Service Center Region 8, as established by
the Texas legislature and shall be grounds for termination of this agreement and any other agreement held
with TIPS and possible legal action. TIPS reserves all rights under the law to collect the fees due. Please contact
TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions about paying fees.
Indemnity
The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member's), officers and employees
from and against all claims and suits by third parties for damages, injuries to persons (including death),
property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of, or
resulting from, Vendor's performance under this Agreement, including all such causes of action based upon
common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or
intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or
Non-JOC Vendor Agreement Negotiated
Page 4
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as
ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES FOR
PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8 EXCEPT AS
FOLLOWS: EXCEPT FOR DIRECT DAMAMGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, THE PARTIES
(TIPS AND VENDOR) MUTUALLYAGREE THAT NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR
CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT WITH THE EXCEPTION OF DIRECT DAMAGES RESULTING FROM IT'S WILLFUL MISCONDUCT OR
NEGLIGENCE. Per Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable
Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation.
State of Texas Franchise Tax
By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment
of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.
Miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion
and that any Vendor may be removed from the participation in the Program at any time with or without
cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be
construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the
right to request additional proposals for items or services already on Agreement at any time.
Purchase Order Pricing/Product Deviation
If a deviation of pricing/product on a purchase order or contract modification occurs between the Vendor
and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order.
Termination for Convenience of TIPS Agreement Only
TI PS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30)
days prior written notice. Termination for convenience is conditionally required under Federal Regulations 2
CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to
the Vendor, but not fulfilled by the Vendor, by a TI PS Member prior to the actual termination of this.
agreement shall be honored at the option of the TI PS Member. The awarded vendor may terminate the
agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686.
The vendor will be paid for goods and services delivered prior to the termination provided that the goods
and services were delivered inaccordancewith the terms and conditions of the terminated agreement.
This termination clause does not affect the sales agreements executed by the Vendor and the TIPS
Member customer pursuant to this agreement. TIPS Members may negotiate a termination for
convenience clause that meets the needs of the transaction based on applicable factors, such as funding
sources or other needs.
TIPS Member Purchasing Procedures
Usually, purchase orders or theirequal are issued by participating TIPS Member to the awarded vendor and
should indicate on the order that the purchase is per the applicable TIPS Agreement number. Orders are
typically emailed to TIPS at tipspo@tips-usa.com.
• Awarded vendor delivers goods/services directly to the participating member.
• Awarded vendor invoices the participating TIPS Memberdirectly.
• Awarded vendor receives payment directly from the participating member.
• Awarded vendor reports sales monthly to TIPS (unless prior arrangements have been made with
TIPS for an alternative submission schedule).
Licenses
Non-JOC Vendor Agreement Negotiated
Page 5
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Awarded vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits
required for the operation of the business conducted by awarded vendor. Awarded vendorshall remain
reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful
provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop
work and/or cancel an order or terminate this or any other sales Agreement of any awarded vendor whose
license(s) required for performance under this Agreement have expired, lapsed, are suspended or
terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
Novation
If awarded vendor sells or transfers all assets, rights or the entire portion of the assets or rights required
to perform this Agreement, a successor in interest must guarantee to perform all obligations under this
Agreement. A simple change of name agreement will not change the Agreement obligations of awarded
vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within
five (5) business days of the transfer of assets or rights.
Site Requirements (only when applicable to service or job)
Cleanup: When performing, work on site at a TIPS Member's property, awarded vendor shall clean up and
remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed
by the parties. Upon completion of work, the premises shall be left in good repair and an orderly, neat, clean
and unobstructed condition.
Preparation: Awarded vendor shall not begin a project for which TIPS Member has not prepared the site,
unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site
preparation in a purchase order.
Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and
similar pre -installation requirements.
Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no
employee of a sub -contractor who has been adjudicated to be a registered sex offender will perform work at
any time when students are, or reasonably expected to be, present unless otherwise agreed by the TIPS
Member. Awarded vendor agrees that a violation of this condition shall be considered a material breach and
may result in the cancellation of the purchase order at the TIPS Member's discretion.
Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are
specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded
vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and
properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall
post warning signs against all hazards created by the operation and work in progress. Proper precautions
shall be taken pursuant to state law and standard practices to protect workers, general public and existing
structures from injury or damage.
Smoking
Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes,
codes or policies.
Marketing
Awarded vendor agrees to. allow TIPS to use their name and logo within TIPS website,
marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the
Proposal to the Solicitation. The Vendor may submit an acceptable use directive for Vendor's names and
logos with which TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of
press release, regarding this Agreement by awarded vendor must have prior approval from TIPS which will
not be unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM
Non-JOC Vendor Agreement Negotiated
Page 6
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Supplemental Agreements
The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate
Supplemental Agreement or contract to further define the level of service requirements over and above the
minimum defined in this Agreement such as but not limited to, invoice requirements, ordering requirements,
specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of this Agreement is
exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents, TIPS Members and
employees not a party to the Supplemental Agreement with the TIPS Member customer, shall not be made
party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in
the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional
agreement, those agreements shall comply with the award made by TIPS to the Vendor. Supplemental
Vendor's Agreement documents may not become part of TIPS's Agreement with vendor unless and until an
authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time
during the life of this Vendor Agreement. TIPS permits TIPS Members to negotiate additional terms and
conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long
as they do not materially conflict with this Agreement.
Survival Clause
All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or
service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the
terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All
Orders, Purchase Orders issued or contracts executed byTIPS or a TIPS Member and accepted by the Vendor
prior to the expiration or termination of this agreement, shall survive expiration or termination of the
Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise specified
herein relating to termination of this agreement.
Legal obligations
It is the responding Vendor's responsibility to be aware of and comply with all local, state and federal laws
governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor
Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if
not specifically identified herein.
Audit rights
Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the awarded
Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by TIPS
Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the accounting of
TIPS related purchases for a period of three (3) years from the time such purchases are made. This audit right
shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.
In order to ensure and confirm compliance with this agreement, TIPS shall have authority to conduct audits of
Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days' notice unless
the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice.
Notwithstanding the foregoing, in the event that TIPS is made aware of any pricing being offered to eligible
entities that is materially inconsistent with the pricing under this agreement, TIPS shall have the ability to
conduct the audit internally or may engage a third- party auditing firm to investigate any possible non-
compliant conduct or may terminate the Agreement according to the terms of this Agreement. In the event
of an audit, the requested materials shall be reasonably provided in the time, format and at the location
acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction
documentation more than once per calendar year, but reserves the right to audit forjust cause or as required
by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
Non-JOC Vendor Agreement Negotiated
Page 7
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its
obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in
writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the
obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended
during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period,
and such party shall endeavorto remove or overcome such inability with all reasonable dispatch.
Choice of Law
The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from
this procurement process, however described, shall be governed by, construed and enforced in accordance with
the laws of the State of Texas, regardless of any conflict of laws principles.
Venue, Jurisdiction and Service of Process
Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting
from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,
Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such
proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees
not to bring any proceeding arising out of or relating to this procurement process or any contract resulting
from or any contemplated transaction in any other court. The parties agree that either or both of them may file
a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for
agreement between the parties irrevocably to waive any objections to venue or to convenience of forum.
Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere
in the world.
Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in
Camp or Titus County, Texas.
Project Delivery Order Procedures
The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership
document, may make a request of the awarded vendor under this Agreement when the TIPS Member
desires goods or services awarded to the Vendor. Notification may occur via phone, the web, courier,
email, fax, or in person. Upon notification of a pending request, the awarded vendor shall acknowledge
the TIPS Member's request as soon as possible, but must make contact with the TIPS Member within two
working days.
Status of TIPS Members as Related to This Agreement
TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the
proposal information and all related documents. TIPS Members have all the same rights under the
awarded Agreement as TIPS.
Vendor's Resellers as Related to This Agreement
Vendor's Named Resellers under this Agreement shall comply with all terms and conditions of this
agreement and all addenda or incorporated documents. All actions related to sales by Authorized
Vendor's Resellers under this Agreement are the responsibility of the Awarded Vendor. If Resellers fail to
report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual
failures and shall be billed for the fees. The awarded vendor may then recover the fees from their
named reseller.
Non-JOC Vendor Agreement Negotiated
Page 8
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
Support Requirements
If there is a dispute between the awarded vendor and TIPS Member, TIPS or its representatives will assist
in conflict resolution or third party if requested by either party. TIPS, or its representatives, reserves the
right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and
correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements
by either party, TIPS shall comply to the extent permitted by law.
Incorporation of Solicitation
The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the
Request for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the
Vendor's response to same and all associated documents and forms made part of the solicitation
process, including any addenda, are hereby incorporated by reference into this Agreement as if copied
verbatim.
aX�i�C�]►171x�1�]�:���l:i������
THE SECTON HEADERS OR TITLES WITHIN THIS DOCU MENT ARE MERELY GU IDES FOR CONVENIENCE AND
ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT.
STATUTORY REQUIREMENTS
Texas governmental entities are prohibited from doing business with companies that fail to certify to this
condition as required by Texas Government Code Sec. 2270.
By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and
that your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
You certify that your company is not listed on and does not and will not do business with companies that
are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per
Texas Gov't Code 2270.0153 found at httos://comptroller.texas.Rov/DurchasinR/dots/foreiRn-
terrorist.pdf
You certify that if the certified statements above become untrue at any time during the life of this Agreement
that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead
from and signed byan authorized representative of the Vendor stating the non-compliance decision and the
TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg, TX,75686
And by an email sent to bids@tips-usa.com
Insurance Requirements
The undersigned Vendor agrees to maintain the below minimum insurance requirements for
TIPS Contract Holders.
General Liability $1,000,000 each Occurrence/ Aggregate Automobile
Liability $300,000 Includes owned, hired & non -owned
Workers' Compensation Statutory limits for the jurisdiction in which
the Vendor performs under this Agreement.
Umbrella Liability $1,000,000
Non-JOC Vendor Agreement Negotiated
Page 9
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
When the contractor or its subcontractors are liable for any damages or claims, the contractors' policy, when
the Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried by
the District. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's
insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the
liability of the Contractor(s). Insurance shall be written by a carrier with an A-; VI or better rating in accordance
with current A.M. Best Key Rating Guide. Only deductibles applicable to property damage are acceptable,
unless proof of retention funds to cover said deductibles is provided. "Claims made" policies will not be
accepted. Vendor's required minimum coverage shall not be suspended, voided, cancelled, non -renewed or
reduced in coverage or in limits unless replaced by policy that provides the minimum required coverage except
after thirty (30) days prior written notice by certified mail, return receipt requested has been given to TIPS or
the TIPS Member if a project or pending delivery of an order is ongoing. Upon request, certified copies of all
insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
• Orders: All vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips-
usa.com. Should a TIPS Member send an order directly to the Vendor, it is the Vendor's responsibility
to forward a copy of the order to TIPS at the email above within 3 business days and confirm its
receipt with TIPS.
• Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase
directly from the Vendor or through another agreement, when the Member has requested using the
TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the
terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS
Program.
• Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to
vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3 business
days.
• Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated
pricing when effective. TIPS shall be notified when prices change in accordance with the
award.
• Back Ordered Products: If product is not expected to ship within the time provided to the TIPS
member by the Vendor, customer is to be notified within 3 business days and appropriate action
taken based on customer request.
The TIPS Vendor Agree mentSignature Page is inserted here.
Non-JOC Vendor Agreement Negotiated
Page 10
DocuSign Envelope ID: E5C75280-8FE8-408A-8D38-88EE790FDB3C
TIPS Vendor Agreement Signature Form
RFP 200105 Technology Solutions, Products and Services
Company Name Future Com, LTD
Address 3600 William D. Tate Ave. STE 300
City Grapevine
State TX Zip 76051
Phone 817-510-1105 Fax 817-510-1159
Email of Authorized Representative mark.williamson@fcltd.net
Name of Authorized Representative Mark Williamson
Title CFO
Mark W i I I i a m so n digitally signed by Mark Williamson
Signature of Authorized Representative Date:2020.05.1414:13:10-05b0'
Date 05/14/2020
TIPSAuthorized Representative Name Meredith Barton
Title Chief Operating Officer
TIPS Authorized Representative Signature�(O�f�/
Approved by ESC Region 8
Date 5/14/2020
Page 10 of 10
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/14/23 M&C FILE NUMBER: M&C 23-0061
LOG NAME: 041NFRASTRUCTURE MULTI -COOP
SUBJECT
(ALL) Authorize Non -Exclusive Purchase Agreements for Information Technology Infrastructure, with Netsync Network Solutions, Inc., Presidio
Networked Solutions Group, LLC, ePlus Technology, Inc., and World Wide Technology LLC using Multiple State of Texas Department of Information
Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contracts With a Combined Annual Amount Up to
$11,200,000.00, and Four One -Year Renewal Options with State of Texas Department of Information Resources and OMNIA Partners in the
Amount of $10,000,000.00 for the First Renewal and $6,200,000.00 for the Remainder Renewals for the Information Technology
Solutions Department
RECOMMENDATION:
It is recommended that City Council to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync
Network Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc. and World Wide Technology LLC using Multiple State of
Texas Department of Information Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contract with a combined annual
amount up to $11,200,000.00, and four one-year renewal options with Texas Department of Information Resources and OMNIA Partners in the
amount of $10,000,000.00 for the first renewal and $6,200,000.00 for the remainder renewals for the Information Technology Solutions
Department.
76144331inL
The Information Technology Solutions Department (ITS) will use these agreements to purchase equipment and services from Netsync Network
Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc and 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 I RFO Responses
Date IPublished I Due
Presidio, Netsync
and WWT
Presidio, Netsync
and WWT
Presidio, Netsync
and WWT
WWT and ePlus
Presidio and ePlus
WWT
Netsync and ePlus
WWT
DIR-TSO- 7/3/2023 12/20/2017 2/5/2018
4167
DIR-TSO-
1/10/2024 9/12/2016 10/13/2016
3763
DIR-TSO-
4299
12/17/2023 3/20/2018 5/4/2018
DIR-TSO- 10/2/2024 1/12/2018 2/26/2018
4160
DIR-TSO- 2/21/2025 2/26/2018 4/9/2018
4288
DIR-CPO- 1/23/2025 3/15/2019 4/25/2019
4444
TIPS 5/31 /2023 1 /9/2020 2/21 /2020
200105
OMNIA 5/31/2026 12/1/2020 1/19/2021
R210407
On September 28, 2021, City Council approved Mayor & Council communication (M&C) 21-0753 authorizing similar agreements for information
technology infrastructure purchases. Due to several larger projects, Infrastructure refresh, Future City Hall, planned American Rescue Plan
Act spend, and ongoing City growth, additional spending authority is being requested. To avoid any confusion, approval of this M&C will eliminate
prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123, 19-0270, 20-0650 and 21-0753.
Approval of this M&C will allow a total of $11,200,000.00 in expenditures for the initial year, $10,000,000.00 for the first renewal
and $6,200,000.00 for the remainder renewals for projects such as safety and security, new building projects, building upgrades, building
renovations and building expansion projects. These agreements and spending authority will be made available to Radio Services, Desktop,
Hardware and Security divisions to purchase hardware and software for City departments as requested.
On May 24, 2022 Mayor and Council Communication (M&C) 22-0366 and 22-0367 were 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 and $3,595,000.00 in support of infrastructure, data protection initiatives, information security and cyber security. The Information
Technology Solutions Department (ITS) will use these agreements to purchase equipment and services to support the City's information technology
infrastructure based on initiatives identified in (M&C) 22-0366 and 22-0367.
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.
PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR), OMNIA Partners (OMNIA) and The Interlocal Purchasing
System Cooperative Contracts 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, OMNIA and TIPS Contracts are
competitively bid to increase and simplify the purchasing power of government entities.
M/WBE - An MBE/SBE 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 contracts to make purchases authorized by this M&C. The Cooperative Contracts are
set to expire on various dates. If the contracts are extended, this M&C authorizes the City to purchase similar equipment and supplies under the
extended contract. If the contracts are not extended, but DIR, OMNIA and/or TIPS executes new cooperative contracts with substantially similar
terms, this M&C authorizes the City to purchase the same equipment and supplies under the new contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreements 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 Texas Department of Information Resources Contracts (DIR) Agreement may be renewed annually for four (4) one-year
terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual
amount. The OMNIA Partners may be renewed for three (3) one-year terms the 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 and operating budgets, as previously appropriated, in the ITS
Capital Projects Funds for the Technology Infrastructure -IT and the General Fund to support the approval of the above recommendation and
exection of the purchase agreements. Prior to any expenditure being incurred, the Information Technology Services Department has the
responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Valerie Washington 6192
Oriainatina Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015