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HomeMy WebLinkAboutContract 54873 CSC No.54873 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 Netsync Network Solutions Inc., a Texas corporation ("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 — The Texas Department Information Resources (DIR) Contract Number 4299 ("Cooperative Contract") 3. Schedule C—DIR-TSO-4299 Pricing Index 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 Fort Worth Agreement shall control,but only to the extent allowable under the Cooperative Contract. 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 Cooperative Purchase Page 1 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 1 of 17 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 ov� administration of this contract, including By: Valerie Washington(Nov 18,202010:07 CST) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: Nov 18,2020 Bobby Lee(Nov a,2020163T CST) By: 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 >s s dp4�U� B JBStrong(Nov ,202018:27 CST) a F°F y: Attest: p�,o°° °°oo��� Name: John B. Strong P.~a o-+A Title: Assistant City Attorney ° ° 0� o° °°°°° a Contract Authorization: By: �� ��EXps�p M&C: 20-0650 09/15/20 Name: Mary J. Kayser Title: City Secretary VENDOR: Netsync Network Solutions Inc. Nicole Nordhhup By: Name: Nicole Nordhougen Title: General Counsel Date: 11/04/2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 2 of 17 Schedule A FORTWORTH, 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, Cooperative Purchase Page 3 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 3 of 17 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, Cooperative Purchase Page 4 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 4 of 17 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 8C 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 Cooperative Purchase Page 5 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 5 of 17 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 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 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 under this 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: Cooperative Purchase Page 6 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 6 of 17 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 Cooperative Purchase Page 7 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 7 of 17 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 Cooperative Purchase Page 8 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 8 of 17 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: Netsync Network Solutions,Inc City of Fort Worth 2500 West Loop S Ste.410 Attn:Assistant City Manager Houstin,TX 77027 200 Texas Street Fort Worth TX 76102 With Copy to the City Attorney at same address 11. 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 Cooperative Purchase Page 9 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 9 of 17 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 party 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 all purposes,be deemed an original,but all such counterparts shall 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 Cooperative Purchase Page 10 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 10 of 17 ("NCIC") of 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 I-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 party'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 Cooperative Purchase Page 11 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 11 of 17 City that Vendor: (1) does not boycott Israel; and (2) will not boycott 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 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 12 of 17 Schedule B The Texas Department of Information Resources (DIR) Contract No. 4299 ("Cooperative Contract") https://pubext.dir.texas. o�v/portal/internal/contracts-and-services/Contracts/DIR-TSO- 4299%20Contract.pdf Cooperative Purchase Page 13 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 13 of 17 Schedule C DIR-TSO-4299 Pricing Index Appendix C, Pricing Index DIR-TSO-4299 EMC, Corp. Product Category Product Category Description DIR Customer Discount %off MSRP A Hardware-Enter rise ,Celerra 44.0096 B Hardware-Mid-Tier(CLARION,Centera,NAS) 33.00% C Connectrix Hardware and Software 34.00% CL-E VMAX CE 10.00% D1 Software-Enterprise Platform 23.0096 D2 Software-Mid-Tier Platform 33.0096 D3 Software-MuIt!-p atform Open 23.00% DD-1 Data Domain Flash Enabled HW SW&Maintenance 20.00% DE Entry Software(BRS;Data Domain) 32.00% DH High-End Software(BRS;Data Domain,Avamar,Disk Library,Networker) 29.0096 DM Midr3r e Sc,var •BR.S; Data Domain,Avamar,Atmos,Disk Libra 29.00% E EMC Svv&H'v•: trhe= 23.0096 EN-H jHardware-':P/A.X 10 v 20ti40K 23.00% EN-S. Software-VI/AX 10- '201<43K 23.0096 ES-1 VMAX3 HW&S-N.r.'N&S.-V 33.00% ES-AF VMAX All Flash Array 18.00% ES-P1 Powermax 18.00% F1 Services 10.00% F2 Custom Residency Services,EMC Select Services 10.00% Tralnlr {ECIt1C2tlDr Services 10.00% LS Isilcr. Hv lSv`iM.airie-3nce 26.00% IS2 Isilon 2 HW/SW Maint—lance 26.00% i Server Flash,A.X'Nx,I si��'a.S.alelO,DSSD 20.00% PE Entry Systems;.Br Data Dcmain) 32.00% PH High-End S•stems BRS:Data Domain,Disk Libra 29.00% PM Midrange Systems(BRS:Data Domain,Avamar,Atmos,Disk Library] 29.00% UE Unified Ent -Level Offerings 32.00% UPA '.4,X Hard:!:�ara'Sc-k��'are/Maintenance 23.00% 1.F41-1 Uni:•r Fai 13,ai e.Sc.o.are 10.00% l'W-=1 Unbr-Al Fa=h H •c,vare/Software 10.00% UM-H Har:l.•:3re-Uni-ie[: ',lid-Tier-VNX 29.00% UN4-S Soft.ea:e-Jnifec.relic.-Tier-VNX 29.00% V lipr 19.00% VPtE)( VPLEX HW,SW,and Maintenance 38.0096 X2 XtremlO 2 25.00% XT XtremlO 25.00% MNT All Maintenance 5.00% Cooperative Purchase Page 14 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 14 of 17 10/6/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTWORTII 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 apps.cfwnet.org/council_packet/mc_review.asp?I D=28219&councildate=9/15/202O 1/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 15 of 17 10/6/2020 M&C Review Future Com 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 ID Year (Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/202O 2/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 16 of 17 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 apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/2020 3/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 17 of 17 Signature Certificate Doci'mcnf Pof ISO3T-SQNHH-JHJTO-DPQQC Document signed bv: r Nicole Nordhougen \/crificri G-moil• A/in,,./� ordhM,nn', nicole@netsync.com 11/W(f(�j 11/V ('((/�(/•f•(',,j( 0 qF 140.186.164.191 04 Nov 2020 20:32:22 UA 111111111111111111111111111111 Document comnleted by all narties on: 04 Nov 2020 20:32:22 UTC Page 1 of 1 Signed with PandaDoc.com NINE] PandaDoc is the document platform that boosts your IM company's revenue by accelerating the way it transacts 0A 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 Netsync Network Solutions Inc., a Texas corporation ("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 — The Texas Department Information Resources (DIR) Contract Number 4299 ("Cooperative Contract") 3. Schedule C—DIR-TSO-4299 Pricing Index 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 Fort Worth Agreement shall control,but only to the extent allowable under the Cooperative Contract. 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) Cooperative Purchase Page 1 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 1 of 17 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: ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: By: Approval Recommended: Name: Bobby Lee Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: Name: Kevin Gunn Title: Director, IT Solutions By: Attest: Name: John B. Strong Title: Assistant City Attorney Contract Authorization: By: M&C: 20-0650 Name: Mary J. Kayser Title: City Secretary VENDOR: Netsync Network Solutions Inc. Nicole NordhoUp By: Name: Nicole Nordhougen Title: General Counsel Date: 11/04/2020 Cooperative Purchase Page 2 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 2 of 17 Schedule A FORTWORTH, 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, Cooperative Purchase Page 3 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 3 of 17 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, Cooperative Purchase Page 4 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 4 of 17 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 8C 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 Cooperative Purchase Page 5 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 5 of 17 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 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 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 under this 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: Cooperative Purchase Page 6 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 6 of 17 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 Cooperative Purchase Page 7 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 7 of 17 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 Cooperative Purchase Page 8 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 8 of 17 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: Netsync Network Solutions,Inc City of Fort Worth 2500 West Loop S Ste.410 Attn:Assistant City Manager Houstin,TX 77027 200 Texas Street Fort Worth TX 76102 With Copy to the City Attorney at same address 11. 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 Cooperative Purchase Page 9 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 9 of 17 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 party 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 all purposes,be deemed an original,but all such counterparts shall 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 Cooperative Purchase Page 10 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 10 of 17 ("NCIC") of 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 I-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 party'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 Cooperative Purchase Page 11 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 11 of 17 City that Vendor: (1) does not boycott Israel; and (2) will not boycott 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 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 12 of 17 Schedule B The Texas Department of Information Resources (DIR) Contract No. 4299 ("Cooperative Contract") https://pubext.dir.texas. o�v/portal/internal/contracts-and-services/Contracts/DIR-TSO- 4299%20Contract.pdf Cooperative Purchase Page 13 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 13 of 17 Schedule C DIR-TSO-4299 Pricing Index Appendix C, Pricing Index DIR-TSO-4299 EMC, Corp. Product Category Product Category Description DIR Customer Discount %off MSRP A Hardware-Enter rise ,Celerra 44.0096 B Hardware-Mid-Tier(CLARION,Centera,NAS) 33.00% C Connectrix Hardware and Software 34.00% CL-E VMAX CE 10.00% D1 Software-Enterprise Platform 23.0096 D2 Software-Mid-Tier Platform 33.0096 D3 Software-MuIt!-p atform Open 23.00% DD-1 Data Domain Flash Enabled HW SW&Maintenance 20.00% DE Entry Software(BRS;Data Domain) 32.00% DH High-End Software(BRS;Data Domain,Avamar,Disk Library,Networker) 29.0096 DM Midr3r e Sc,var •BR.S; Data Domain,Avamar,Atmos,Disk Libra 29.00% E EMC Svv&H'v•: trhe= 23.0096 EN-H jHardware-':P/A.X 10 v 20ti40K 23.00% EN-S. Software-VI/AX 10- '201<43K 23.0096 ES-1 VMAX3 HW&S-N.r.'N&S.-V 33.00% ES-AF VMAX All Flash Array 18.00% ES-P1 Powermax 18.00% F1 Services 10.00% F2 Custom Residency Services,EMC Select Services 10.00% Tralnlr {ECIt1C2tlDr Services 10.00% LS Isilcr. Hv lSv`iM.airie-3nce 26.00% IS2 Isilon 2 HW/SW Maint—lance 26.00% i Server Flash,A.X'Nx,I si��'a.S.alelO,DSSD 20.00% PE Entry Systems;.Br Data Dcmain) 32.00% PH High-End S•stems BRS:Data Domain,Disk Libra 29.00% PM Midrange Systems(BRS:Data Domain,Avamar,Atmos,Disk Library] 29.00% UE Unified Ent -Level Offerings 32.00% UPA '.4,X Hard:!:�ara'Sc-k��'are/Maintenance 23.00% 1.F41-1 Uni:•r Fai 13,ai e.Sc.o.are 10.00% l'W-=1 Unbr-Al Fa=h H •c,vare/Software 10.00% UM-H Har:l.•:3re-Uni-ie[: ',lid-Tier-VNX 29.00% UN4-S Soft.ea:e-Jnifec.relic.-Tier-VNX 29.00% V lipr 19.00% VPtE)( VPLEX HW,SW,and Maintenance 38.0096 X2 XtremlO 2 25.00% XT XtremlO 25.00% MNT All Maintenance 5.00% Cooperative Purchase Page 14 of 14 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 14 of 17 10/6/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTWORTII 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 apps.cfwnet.org/council_packet/mc_review.asp?I D=28219&councildate=9/15/202O 1/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 15 of 17 10/6/2020 M&C Review Future Com 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 ID Year (Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/202O 2/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 16 of 17 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 apps.cfwnet.org/council_packet/mc_review.asp?ID=28219&councildate=9/15/2020 3/3 Document Ref:IS03T-SQNHH-JHJTO-DPQQC Page 17 of 17 Signature Certificate Doci'mcnf Pof ISO3T-SQNHH-JHJTO-DPQQC Document signed bv: r Nicole Nordhougen \/crificri G-moil• A/in,,./� ordhM,nn', nicole@netsync.com 11/W(f(�j 11/V ('((/�(/•f•(',,j( 0 qF 140.186.164.191 04 Nov 2020 20:32:22 UA 111111111111111111111111111111 Document comnleted by all narties on: 04 Nov 2020 20:32:22 UTC Page 1 of 1 Signed with PandaDoc.com NINE] PandaDoc is the document platform that boosts your IM company's revenue by accelerating the way it transacts 0A