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HomeMy WebLinkAboutContract 55996 CSC No.55996 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Graybar Electric Company, 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 Appendix C, Pricing Index 3. Exhibit B - Texas Department of Information Resources Cooperative Contract DIR- TSO-4359, and 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 be in the amount of 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 be for one year beginning on May 7, 2021 and ending on May 6, 2022. City shall be able to renew this agreement for two 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, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Graybar Electric Company,Inc. Attn: Valerie Washington, Assistant City Attn: Jeff Peskuski Manager 1922 Waukesha Drive 200 Texas Street PflugervilIe, TX 78660 Fort Worth, TX 76102-6314 Facsimile: (314) 573-7154 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 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: Vendor: T' o� Valerie Washington(Jul 9,202I 3:05 CDT) By: By: - - Name: Valerie Washington Name: Title: Assistant City Manager Title: Date: July 9, 2021 Date: _� 2 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that 1 am the person responsible for the monitoring and administration of this contract, including ensuring all performance By: and reporting requirements. Name: Kevin Gunn Title: Director, IT Solutions By: Bobby-202109:42 CDT) Approved as to Form and Legality: Name: Bobby Lee Title: Sr. IT Solutions Manager 6,10o F�Rr� �0 0.G��� �o g.t d By: �""� City Secretary: d v o 0 2 d Name: T Ior Paris �� 000 *� Title: Assistant City Attorney +{�- da 000000 �C �-✓^�� C V ��Rab�4 By: -- Contract Authorization: Name: Mary Kayser OFFICIAL RECORD M&C: NA Title: City Secretary CITY SECRETARY FT. WORTH, TX Exhibit A Appendix C, Pricing Index Graybar Electric Company, Inc. DIR-TSO-4359 PRODUCT BRAND DIR Customer Discount%off MSRP AFL TELECOMMUNICATIONS LLC 21.00% APC/SCHNEIDER ELECTRIC IT USA INC 35.00% AVOCENT 2.00% BELDEN WIRE AND CABLE 24.50% BERK-TEK LLC/ NEXANS 36.00% B-LINE TELCOM 15.00% CABLOFIL INC-All other 18.50% CHATSWORTH PRODUCTS INC. /CHI 31.50% COMMSCOPE 19.50% CORNING INC. 54.00% EATON COMMUNICATION PRODUCTS 32.50% ENGENIUS TECHNOLOGIES INC. 9.50% ERICO/Caddy 26.50% FLUIDMESH NETWORKS 3.00% GAI-TRONICS CORP 19.00% GARRETT COM / BELDEN 5.00% GENERAL CABLE 38.00% GREAT LAKES CASE & CABINET CO. 17.50% GREENLEE 14.00% HIRSCHMANN USA/ BELDEN 14.00% HOFFMAN / PENTAIR 9.50% JDSU /VIAVI 15.00% LEVITON TELECOM 30.50% LIEBERT/VERTIV 15.50% MOHAWK WIRE & CABLE/ BELDEN 36.50% OBERON 14.00% ORTRONICS 23.50% PANDUIT CORP 30.00% PRYSMIAN CABLE 19.00% QUIKTRON, INC. 31.00% RARITAN 15.00% SERVER TECHNOLOGY INC. 24.00% SIGNAMAX CONNECTIVITY SYSTEMS 17.50% SNAKE TRAY 40.00% SPECIFIED TECHNOLOGIES INC. /STI 9.00% SUPERIOR ESSEX INTERNATIONAL LP 37.00% TALK-A-PHONE 16.00% THE SIEMON COMPANY 26.50% TRIPP LITE MANUFACTURING COMPANY 26.00% WIREMOLD 27.00% Exhibit B DIR Contract No. DIR-TSO-4359 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES Graybar Electric Company, Inc. 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 1Sth Street, Suite 1300, Austin, Texas 78701, and Graybar Electric Company, Inc. (hereinafter "Vendor"), with its principal place of business at 34 N. Meramec Avenue, St. Louis Missour 63105. B.Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-422, on March 20, 2018, for Data Storage, Data Communications & Networking Equipment and Related Services. . Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-422 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-422, including all addenda; and Exhibit 2, DIR-TSO-TMP-422, 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 initial term of this Contract shall be two (2)years commencing on the last date of approval by DIR and Vendor, with three (3) optional one-year renewal. Prior to expiration of each term, the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety(90) additional calendar days. Department of Information Resources Page 1 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4359 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Data Storage, Data Communications & Networking Equipment as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however,any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited to Data Storage, Data Communications & Networking Related Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however,any changes must be within the scope of services awarded based on the posting described in Section 1.13 above. 4. Pricing Pricing to the 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. S. DIR Administrative Fee A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarters of one percent (75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling$100,000 shall be $750.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 15t"St., Suite 1300 Austin,Texas 78701 Phone: (512)475-1647 Facsimile: (512)475-4759 Email: kelly.parker@dir.texas.gov Department of Information Resources Page 2 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4359 Vendor Contract No. If sent to the Vendor: Jeff Peskuski Graybar Electric Company, Inc. 1922 Waukesha Drive Pflugerville,TX 78660 Phone: (314) 573-7154 Email: jeff.peskuski@graybar.com 7. Software License,Service and Leasing 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 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. Department of Information Resources Page 3 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4359 Vendor Contract No. 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. Department of Information Resources Page 4 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4359 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Graybar Electric Company, Inc. Authorized By: Signature on File Name: Gregory Hochheiser Title: District Vice President Date: 4/30/2019 The State of Texas,acting by and through the Department of Information Resources Authorized By:_Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 5/6/2019 Office of General Counsel: DB 5/2/2019 Department of Information Resources Page 5 of 5 (DIR rev 03/2018)