HomeMy WebLinkAboutContract 54768 CSC No.54768
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and Presidio Networked Solutions
Group LLC, a Delaware limited liability company (`Vendor") to purchase ongoing support and
maintenance of the City's enterprise data and voice network communications systems] under a
cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which s hall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions (`Fort Worth Agreement");
2. Schedule B—DIR-TSO-4167 Pricing Index
3. Schedule C—The Texas Department Information Resources (DIR) Contract
Number 4167 (`Cooperative Contract")
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Schedules the DIR contract
shall control.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed two million, five hundred thousand dollars ($2,500,000.00)
per year.
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City (the "Effective Date") and shall expire May 31, 2021 after the
Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions
of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for
up to two (2) one-year renewals at City's option, each a "Renewal Term." City shall provide
Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each
term.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: alerie Washington(Nov 2,202010:26 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Nov 2,2020
By: Bobby Lee(Oct 27,2020 14:07 CDT)
Approval Recommended: Name: Bobby Lee
Title: Sr. IT Solutions Manager
K � Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
By: trong(Nov 1,202016A T)
Attest: �apF FORT�aa Name: John B. Strong
� °��o Title: Assistant City Attorney
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PdaQ>l�Ezpsabp Contract Authorization:
By: naoa44 M&C: 20-0650 09/15/20
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
Presidio Networked Solutions Group LLC.
By: Kim Dukes(Oct 27,202012:50 CDT)
Name: Kim Dukes
Title:Director of Sales Operations
Date: Oct 27,2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 2 of 15
Schedule A
FORT WORTH,--H,
Fort Worth Terms and Conditions
1. Termination.
1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this 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 this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor- of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this 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 the City in a machine readable format or other format
deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
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materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City (`City information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
2.3. Public Information Act. 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.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way.Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor- shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall, until the expiration of three (3)years after final
payment under- this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the 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. The City shall give Vendor not less than 10 days written notice of any intended
audits.
3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.City shall give
subcontractor not less than 10 days written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
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contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
5.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS),
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software,analyses,applications,methods,ways,and processes(in this Section SC each
individually referred to as a"Deliverable" and collectively as the "Deliverables,")do
not infringe upon or violate any patent,copyrights,trademarks,service marks,trade
secrets, or any intellectual property rights or other third party proprietary rights,in
the performance of services under this Agreement.
5.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
5.3.3. 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 this Agreement, it being
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understood that this agreement to indemnify, defend, settle or pay shall not apply if
the 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 S,
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 this 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 this 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
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
6. Assignment and Subcontracting.
6.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations underthis Agreement
prior to the assignment. if the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
7. insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
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7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
7.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
7.1.1.3. Defense costs shall be outside the limits of liability.
7.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
7.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors&Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
7.1.5.3. Coverage shall include,but not be limited to,the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer
virus;
7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
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Deliverables, Software or Services provided by Vendor under this
Agreement;
7.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
7.1.5.3.7. Any other insurance as reasonably requested by
City.
7.2. General Insurance Requirements:
7.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials,agents, and volunteers in respect to the contracted services.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
7.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
7.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
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all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
10. Notices. 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 THE CITY: TO VENDOR:
Presidio Nerworked Solutions Group
City of Fort Worth 1955 Lakeway Dr. Ste 220
Attn:Assistant City Manager Lewisville, TX 75057
200 Texas Street
Fort Worth TX 76102
With Copy to the City Attorney
at same address
II. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
12. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. if any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
15. Severability. if any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
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affected or impaired.
16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
17. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Amendments. No amendment of this Agreement shall be binding upon a parry hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for al I purposes, be deemed an original, but al I such counterparts shal I together-constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
22. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming
services.
23. Network Access.
23.1. 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
a Network Access Agreement.
23.2. 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
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("NCIC") er 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 this
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.
24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all T-9
forms and supporting eligibility documentation for each employee who performs work under this
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 this
Agreement for violations of this provision by Vendor.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor-has a claim, dispute, or other-matter- in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter-
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email, mail, phone
conference, in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. No Boycott 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
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City that Vendor: (1) does not boycott Israel; and (2) will not hoycott Israel during the term of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section,the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing, storage, or communication facilities that are connected or related to the
device.
27.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
27.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner-or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to
Duties and Obligations,Disclosure of Conflicts and Confidential information,Right to Audit,and Liability
and Indemnification shall survive termination of this Agreement.
Cooperative Purchase Page 12 of 15
Schedule B
DIR-TSO-4167 Pricing Index
Csm Systems,Inc- Appendix C-Pricing index(per Amendment 2) DI R-TSO.4167
! . Customer
PRODUCTCategory Manufacturer Part Number MSRP 11
• ! DIR Customer Price
MSRP
Cisco Core&Compute Products Ifta rdware&
Customer price will be a mini mum of
Software}inducting but not limited to, See posted Pricelist at 36.00%less the then-Current List Price
Cisco Core&Compute Networking,Wireless and Mobility,Security, Cisco's TX DIR Contract US GPL• 36%
weboaoe as puhlished on Cisco's U.S.Global
Collaboration,Data Center,Analyucs,Video, Pricelist
I nternet of Things,Meraki,etc.on Cisco's then
current U.5.Global Pricelist under the Core&
Compute Categories.
Cisco Market Products including but not limited See posted Pricelist at Customer price will be a minimum of
Cisco Market to,Cloud Analydcs,Cloud Applications and Cisco's TX DIR Contract us GPL" 10% io.00%less the then.-current List Price
Sernres,Automated Infrastructure,Cloud weboaoe as pubiished on CNCn's U 5.Global
Sec.rity,Collaboration Tools,eu.on Cisco"then• Pricelist
current U-5.Global Pricelist underthe
Market Category.
Cisco Net Products including but not limited to, See posted Pricelist at Customer price will he o.130%less the
Cisco Net custom,11mited or restricted offers on Cisco's Cisco's TX DIR Contract US CP- 0% then•current List Price as published on
then-current U.S.Global Pricelist under the Net weboaoe Cisco's U.5,Global Pricelist
cscegory.
nrn"`� VALUE • ! ! ! AND RELATED SERVICE.-
Cisco is providing its standard warranty term for all new hardware and software purchased under the contract Customers may purchase Cisco Smart Net Total
Care Service for an increased level of maintenance support which provides:
Cisco Smart Net Total 1)Global24 hrl3fi5 day access to experts in the Cisco Technical Assistance Center(TAC);
Care Service 2)Self-help support through online ccmntundies,resources,and tools;
3)Hardware replacement options,including 2-hour,4-110IlTand next business day,and
4)Operating System(as)software updates.Below is pricing for a 1,3,and 5 year term of service.
Smart Net Total Care Technical support and flexible hardware See posted Pricelist at Customer pace wlI be a minimum
for Government coverage provided by the Cisco Technical Cisco's TX DIR US GPL 10.O1}% of 10.00%less the then-current List
(1 year term) Assistance Center(TAC) Contract weboaoe Price as published on Cisco's U.S.
Global Pricelist
Cooperative Purchase Page 13 of 15
Cisco Systems,Inc. Appendix C-Pricing Index per Amendment 2] DIR-TSO-4167
Service Orrsit.UTE Remote NYE
Maintenance Services I $666.00 $52500
De mem Services 5743.17 $fi61_[7
Services $743.18 $661.18
Architectural Deli n Serviru?s $743.19 $661 19
Statement of Work Servir�s1 $743 20 1 $661 M
Tramirig OplymardSer,i— 1 &6M 00 1 $52500
The hourly labor rates provided are not to exceed(MILE)rates.Cisco will use the NTE rates to calculate a cost to deliver a statement of work(SOW}.Cisco will use the NYE rates,
required level of effort needed to produce the client approved deliverables,and skill set to determine the price of the SOW.For each customised SOW,Cisco will provide a fixed cost
for the agreed upon del!-.his..Any 1—costs that are h-urred tor the specific SOW will he billed for separately.Individual hours,or blocks of hours may not be purchased
separately.Because the SOW is offered at a fixed price.Cisco does not keep time cards.
Partner Services
SeFViM On.1t.NYE Remote NYE
Padner Sernoes $G00.06 $525.DQ
NOTE:Limited Partner Services for Basic install and Config include the following:
Certd'ied and Technical project Management
Staging B lmplememation Engineering
• Site Surrey,High Level Design Review
• Global lmplementatiom Capability
Canhguration development
Knowledge Transfer
Acceptance Testing
'Onsile NTE AmounVHour.Customer Premise Lot—Rates Not To Exceed Hourly
"Remote NYE Amountirlour:Vendor Premise Labor Rates Not To Exceed Hourly
Cooperative Purchase Page 14 of 15
Schedule C
The Texas Department of Information Resources (DIR) Contract No. 4167 ("Cooperative
Contract")
https://pubext.dir.texas. o�v/portal/internal/contracts-and-services/Contracts/DIR-TSO-
4167%20Contract.pdf
Cooperative Purchase Page 15 of 15
10/6/2020 M&C Review
Official site of the City of Fort Worth,Te
CITY COUNCIL AGENDA FORTORTI_I
DATE: 9/15/2020 REFERENCE**M&C 20- LOG 13P MULTI CO-OP TECHNOLOGY
NO.: 0650 NAME: INFRASTRUCTURE ITS ADK
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Non-Exclusive Purchase Agreements for Information Technology
Infrastructure, with Netsync Network Solutions, Inc., Presidio Networked Solutions Group,
LLC, and Future Com, LTD., Using Cooperative Contracts for the Information Technology
Solutions Department for the Combined Amount Up to $2,500,000.00
RECOMMENDATION:
It is recommended that the City Council authorize non-exclusive purchase agreements for information
technology infrastructure with Netsync Network Solutions, Inc., Presidio Networked Solutions Group,
LLC, and Future Com, LTD., using multiple State of Texas Department of Information Resources
Contracts, General Services Administration and The Interlocal Purchasing System cooperative
contracts for the Information Technology Solutions Department for the initial combined amount up to
$2,500,000.00.
DISCUSSION:
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, and Future Com, LTD 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:
Vendors Cooperative Term
Presidio, Netsync and Future DIR-TSO-4288 2/21/2025
Com
Presidio, Netsync and DIR-TSO-4160 10/2/2024
Future Com
Netsync and Future Com TIPS 200105 05/31/2023
Presidio, Netsync and Future DIR-CPO-4444 1/23/2025
Com
Presidio, Netsync DIR-TSO-3763 1/10/2024
Presidio, Netsync DIR-TSO-4299 12/17/2023
Presidio DIR-TSO-3847 5/25/2021
Presidio DIR-TSO-4254 10/15/2022
Netsync DIR-TSO-4169 11/21/2022
Netsync DIR-CPO-4430 7/10/2024
Netsync, Presidio TIPS 18050101 7/31/2021
Netsync TIPS 18050102 7/31/2021
Presidio DIR-TSO-4167 7/03/2023
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Future Corn DIR-TSO-3926 6/28/2022
GSA GS-35F-
Future Com 0119Y 12/19/2021
In the previous years, the Information Technology Solutions Department spent approximately $1.7
million in authorized expenditures out of the operating and capital fund. Approval would allow a total of
$2,500,000.00 million for projects such as safety and security, new building projects, building
upgrades, building renovations and building expansion projects. Approval of this M&C will eliminate
prior spending authority authorized under Mayor and Council Communication P-12248, 19-0123 and
19-0270.
PRICE ANALYSIS -The Texas Department of Information Resources Contract (DIR), General
Services Administration (GSA), and The Interlocal Purchasing System (TIPS) Contract offers
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, GSA and TIPS Contracts are competitively bid to
increase and simplify the purchasing power of government entities.
SUCCESSOR CONTRACTS - In the event that the cooperative agreement is not renewed, staff
would cease making purchases at the end of the last purchase agreement coinciding with the valid
cooperative agreement. If the City Council were to not appropriate funds for a future year, staff
would cease making purchases when the last appropriation expires, regardless of whether the then-
current purchase agreement has expired. If the cooperative contract is extended, this M&C
authorizes the City to purchase similar software and services under the extended contracts. If the
cooperative contract is not extended, but a new cooperative contract is executed with vendor with
substantially similar terms as the previous cooperative contract, this M&C authorizes the City to
purchase the services under the new cooperative contract.
M/WBE OFFICE —A MBW/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 for an amount up to $100,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERM - Upon City Council's approval, this agreement shall become effective and in
accordance with the terms of the DIR, GSA and TIPS contract.
RENEWAL OPTIONS: The agreement may be renewed for additional terms according to the
cooperative agreement at the City's options to renew. 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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations funds will be
available upon adoption of the Fiscal Year 2021 Budget by the City Council, and the funds will be
available in the Fiscal Year 2021 operating budget, as appropriated, in the General Fund to support
the approval of the above recommendation and award of the contract. Prior to an expenditure being
incurred, the Information Technology Solutions Department has the responsibility to validate the
availability of funds
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID 1D I Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
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10/6/2020 M&C Review
Submitted for City Manager's Office by_ Jay Chapa (5804)
Valerie Washington (6192)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Ashley Kadva (2047)
ATTACHMENTS
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