HomeMy WebLinkAboutContract 55772CSC No. 55772
Fo�T WoRTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between ICOM
American, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A— DIR-TSO-3964 Appendix C- Pricing Index; and
3. Exhibit B— Texas Department of Information Resources Contract DIR-TSO-3964.
Exhibits A and B which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
eXhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall not exceed One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional
items or services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire no later than September 5, 2021 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
parties. City shall be able to renew this agreement far one (1) one-year renewal options by written
agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered,
follows:
return receipt requested, addressed as
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
To VENDOR:
ICOM America, Inc.
Attn: Kristina Pickering
12421 Willows Road NE
Kirkland, Washington 98034
Facsimile: (425) 450-6063
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
[EXecuted effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND
AGREED:]
City:
uqle�ie wqshin�fah
BValerie Washington (May2 , 202111:00 CDT)
Y'
Name: Valerie Washington
Title: Assistant City Manager
Vendor:
By: �t��
Name:� Jim Backeland
Tltle: President
�ate: M ay 26, 2021
Date: April 23, 2021
CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS:
Approval Recommended:
�-� ��--
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
� (�.«---
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: NA
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible far the monitaring and administration
of this contract, including ensuring all performance
and reporting requirements.
�-___-1
? ,� 1� _ _.
r_; �-,`_���
Y���--
Name: Alan Girton
Title: Sr. IT Solutions Manager
City Secretary:
By: ��'��� i�2��
U
Name: Mary Kayser
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
Appendix C Pricing Index
DIR-TSO-3964
ICOM America, Inc.
.- .
. .. -.. � . .
Amateur 21.25%
Avionics 49.25%
Landmobile 37.25%
Marine 47.65%
ICOM
Systems 37.25%
WLAN 20.00%
Accessories 37.25%
Software 25.00%
�- .
-. � . .
1 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
2 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
3 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
1 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
2 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
3 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
1 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
2 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
3 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
1 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
2 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
3 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
1 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
� - .
-. � . .
2 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
3 year Extended Warranty for selected o
Landmobile Radios 25.00 /o
Comprehensive Warranty for selected 25.00%
Landmobile Radios
Comprehensive Warranty for selected 25.00%
Landmobile Radios
Base Station Configuration - 25.00%
complimentary service
Engraving Service 25.00%
Digital Upgrade 25.00%
AES Upgrade 25.00%
Tuning for Repeaters 25.00%
Installation (ie modules to Radios) 25.00%
Installation (ie modules to Radios) 25.00%
Installation (ie modules to Repeaters) 25.00%
Installation (ie modules to Radios) 25.00%
Trunking Upgrade 25.00%
Wide Band Configuration 25.00%
AES Upgrade 25.00%
Trunking Upgrade 25.00%
Programming for Repeaters 25.00%
Programming for Radios 25.00%
Programming for Radios 25.00%
Programming for Radios 25.00%
Field & Design Support 25.00%
Field & Design Support 25.00%
Field & Design Support 25.00%
24/7/365 Phone Support 25.00%
24/7/365 Phone Support 25.00%
Technical Training 25.00%
Technical Training 25.00%
Technical Training 25.00%
Firmware Upgrade- complimentary 25.00%
service
�Important Note: Vendors quote to DIR customers shall include
the DIR administrative fee. The fee will be added after discount
off MSRP is applied.
Exhibit B
DIR Contract No. DIR-TSO-3964
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
ICOM AMERICA, INC.
L Introduction
A. Parties
This Contract for Products and Related Services ("Contract") is entered into between the
State of Texas ("State"), acting by and through the Department of Information Resources
("DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin,
Texas 78701, and Icom America, Inc. ("Vendor"), with its principal place of business at
12421 Willows Road NE, Kirkland, Washington 98034.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-SDD-TMP-398, on February 16, 2017, for
Emergency Preparedness and Disaster Recovery Information Technology (IT) Products
and Related Services. Upon execution of this Contract, a notice of award for RFO DIR-
SDD-TMP-398 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows:
this Contract; Appendix A, Standard Terms and Conditions For Products and Related
Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO
DIR-TSO-TMP-398, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-398,
including all addenda; are incorporated by reference and constitute the entire agreement
between DIR and Vendor governing purchase transactions. In the event of a conflict
between the documents listed in this paragraph related to purchases, the controlling
document shall be this Contract, then Appendix A, then Appendix B, then Appendix C,
then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained
in multiple documents address the same or substantially the same subject matter but do not
actually conflict, the more recent provisions shall be deemed to have superseded earlier
provisions.
2. Term of Contract
The term of this Contract shall be two (2) year commencing on the last date of approval by
DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the
Contract, upon mutual agreement, for one (1) optional two-year term and one (1) optional
one-year term. Additionally, the parties by mutual agreement may extend the term for up to
ninety (90) additional calendar days.
Department oflnformation Resources Page 1 Of S (DIR rev 12/O1/16)
DIR Contract No. DIR-TSO-3964
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Emergency Preparedness and
Disaster Recovery Information Technology (IT) Products and Services as specified in
Appendix C, Pricing Index. Vendor may incorporate changes to their product offering;
however, any changes must be within the scope of products awarded based on the
posting described in Section 1.B above. Vendor may not add a manufacturer's product
line which was not included in the Vendor's response to the solicitation described in
Section 1.B above.
B. Services
Services available under this Contract are limited to Emergency Preparedness and
Disaster Recovery Information Technology (IT) Products and Services as specified in
Appendix C, Pricing Index. Vendor may incorporate changes to their service offering;
however, any changes must be within the scope of services awarded based on the
posting described in Section 1.B above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing,
Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and
shall include the DIR Administrative Fee.
Discount off MSRP offered to DIR as set forth in Appendix C, Pricing Index shall remain
unchanged during two (2) year commencing on the last date of approval by DIR and Vendor
and one (1) optional two-year term.
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is three-quarters of one percent (.75%).
Payment will be calculated for all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon
written notice to Vendor without further requirement far a formal contract amendment.
Any change in the administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Kelly Parker, CTPM, CTCM
Director, Cooperative Contracts
Department oflnformation Resources Page 2 Of S (DIR rev 12/O1/16)
DIR Contract No. DIR-TSO-3964
Vendor Contract No.
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
EmaiL• kell�parker(c�r�,dir.texas. o�v
If sent to the Vendor:
Kristina Pickering
Icom America, Inc.
12421 Willows Road NE
Kirkland, Washington 98034
Phone: (425) 450-6092
Fax: (425) 450-6063
Email: salescontracts(a�icomamerica.com
7. Software License Agreements
A. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and
conditions set forth in this Contract shall supersede and govern the license terms
between Customers and Vendor. It is the Customer's responsibility to read the
Shrink/Click-wrap License Agreement and determine if the Customer accepts the
license terms as amended by this Contract. If the Customer does not agree with
the license terms, Customer shall be responsible for negotiating with the reseller
to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher.
B. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License
Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or
supplemental documents amend or diminish the rights of DIR Customers or the State,
such conflicting or additional terms shall not take precedence over the terms of this
Contract.
In the event of a conflict, any linked documents may not take precedence over the
printed or referenced documents comprising this contract; provided further that any
update to such linked documents shall only apply to purchases or leases of the
associated Vendor product or service offering after the effective date of the update;
and, provided further, that, if Vendor has responded to a solicitation or request for
pricing, no update of such linked documents on or after the initial date of Vendor's
Department oflnformation Resources Page 3 Of S (DIR rev 12/O1/16)
DIR Contract No. DIR-TSO-3964
Vendor Contract No.
initial response shall apply to that purchase unless Vendor directly informs Customer
of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective
until reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not [without prior written agreement from Customer's authorized
signatory,] require any document that: 1) diminishes the rights, benefits, or protections
of the Customer, or that alters the definitions, measurements, or method for determining
any authorized rights, benefits, or protections of the Customer; or 2) imposes additional
costs, burdens, or obligations upon Customer, or that alters the definitions,
measurements, or method for determining any authorized costs, burdens, or obligations
upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void
and inapplicable to the contract between DIR and Vendor or Vendor and Customer,
and Vendor will nonetheless be obligated to perform the contract without regard to the
prohibited documents, unless Customer elects instead to terminate the contract, which
in such case may be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and
obligations from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
(Remainder of Page Intentionally Left Blank)
Department oflnformation Resources Page 4 Of S (DIR rev 12/O1/16)
DIR Contract No. DIR-TSO-3964
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
ICOM AMERICA, INC.
Authorized By: Signature on File
Name:
Title:
Hiroshi Nakaoka
President
Date: Au st 29 2017
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Si�nature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 9/5/2017
Office of General Counsel: DB 8/30/2017
Department oflnformation Resources Page 5 Of S (DIR rev 12/O1/16)