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HomeMy WebLinkAboutContract 56109 CSC No.56109 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Identity Automation, LP. ("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—Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—DIR-TSO-4129 (e.g.,NJPA,DIR, BuyBoard); and 4. Exhibit C—Conflict of Interest Questionnaire. Exhibits A, B, and C 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 begin upon the date signed by the Assistant City Manager below("Effective Date") and shall expire no later than April 19, 2022 ("Expiration Date"). 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 parry 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 Identity Automation,LP Attn: Valerie Washington, Assistant City [INSERT NAME OF VENDOR DESIGNEE] Manager 7102 N. Sam Houston Pkwy. W. 200 Texas Street Houston, TX 77064 Fort Worth,TX 76102-6314 Facsimile: N/A Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify,defend, settle, or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s),or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the Deliverable(s);or(b)modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c) replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,terminate the Agreement,and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. [Signature Page Follows] The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington(Jul 29,2021 12:08 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: [INSERT DATE] Jul 29,2021 APPROVAL RECOMMENDED: By: Steven Vandever(Jul 27,202115:27 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director p44FORr o °°°°°°°° 0 6 ATTEST: pp op °°o0,,d By: o Name: Taylor Paris 0 pd�o °o Title: Assistant City Attorney °°°°°°°°°° a By: aa�nEapSbpp CONTRACT AUTHORIZATION: Name: Ron Gonzales Acting City Secretary M&C: N/A Title: City Secretary VENDOR: Identity Auto ion, r. By: Narn' §ER'Y14AWEN /1 Title: [INSERT TITLE] Date: [INSERT DATE] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ExhibitA IDENTITY Renewal Quote AUTOMATION Quote Number: Q-07165 Quote Date: 4/14/2020 Expiration Date: 8/27/2020 Identity Automation LP 7102 N. Sam Houston Pkwy. W. Ste 300 Houston, TX, 77064 Ship To: City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 Annual Subscription Cost Description Price RI-COMR-MFAL Multi-Factor Authentication Legacy- 8/27/2020- 1,900 $12.71 $24,149.00 Annual Subscription Renewal 8/26/2021 SPPT-ANY-ADV Advanced Support 8/27/2020- 1 $3,605.00 $3,605.00 8/26/2021 Annual Subscription Cost TOTAL: $27,754.00 *Sales Tax not included. Will be added at time of invoicing, if applicable.* TX D/R Contract: TX-TSO-4129 MFA Legacy MSRP:$36.00 Advance Support MSRP:$7,500.00 To execute on this quote please provide a purchase order. Purchase orders can be sent to orders@identityautomation.com. DIR Contract No. DIR-TSO-4129 Exhibit B Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES Identity Automation, LP 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 15t" Street, Suite 1300, Austin, Texas 78701, and Identity Automation, LP(hereinafter"Vendor"),with its principal place of business at 8833 N Sam Houston Pkwy W Houston,TX 77064. 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-247, on May 23, 2016,for Information Technology Security (ITS) Hardware, Software and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-247 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; Appendix D, Software License and Subscription Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-247, including all addenda; and Exhibit 2, DIR-TSO-TMP- 247, 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 Appendix D, 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 one (1) year commencing on the last date of approval by DIR and Vendor,with three(3)optional one-year renewal terms. 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-4129 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Information Technology Security (ITS) software and Related 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 1.13 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 Information Technology Security (ITS) 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. 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 three-fourths of one percent (.75 %). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling$100,000.00 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-4129 Vendor Contract No. If sent to the Vendor: Robyn Swift Identity Automation, LP 7102 N Sam Houston Pkwy, Suite 300 Houston,TX 77064 Phone: (281) 220-0021 X1090 Facsimile: (281) 817-5579 Email: rswift@identityautomation.com 7. Software License, Service and Leasing Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License and Subscription Agreement set forth in Appendix D of this Contract. No changes to the Software License and Subscription Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License and Subscription Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License and Subscription Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License and Subscription Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License and Subscription Agreement terms and conditions. B. 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. C. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License and Subscription Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or Department of Information Resources Page 3 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4129 Vendor Contract No. 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. 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. Section 5. Intellectual Property Matters is hereby replaced in its entirety as follows: This contract does not contemplate,authorize or support acquisition of custom software products or services. If Vendor and Customer seek to contract for such product or service, they must use a separate contract or seek amendment with DIR of this contract. If DIR and Vendor decide to authorize customized software or hardware products;then the intellectual property language will be negotiated and applied. Department of Information Resources Page 4 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4129 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Identity Automation, LP Authorized By: Signature on File Name: James Litton Title: CEO Date: April 11, 2018 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: April 19, 2018 Office of General Counsel: DB 04/19/2018 Department of Information Resources Page 5 of 5 (DIR rev 03/2018) Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B.23,84th Leg.,Regular Session. OFFICELISEONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code.by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176,006,Local Government Code.An offense under this section is a misdemeanor, 1 Name of vendor who has business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 131 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B foreach employment or business relationship described_Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income,from the vendor? Yes F—x-] No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or family member of the officer AND the taxable income is not received from the local governmental entity? a Yes M No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B),excluding gifts described in Section 176.003(a-1). Signaturk,aLygoffor dgipb with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30i2015 7