HomeMy WebLinkAboutContract 56194 CSC No.56194
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between World Wide
Technology LLC ("Seller") and the City of Fort Worth, ("Buyer"), 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—City's Terms and Conditions;
3. Exhibit B—Conflict of Interest Questionnaire.
5. Exhibit C—Seller's Quote, Scope of Services or Purchase Order;
6. Exhibit D—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions and Exhibit
C — [Cooperative Agency Contract], then Exhibit A — City's Terms and Conditions shall control, but
only to the extent allowable under the [Cooperative Agency Contract].
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by Buyer
shall be in the amount of Seventy Thousand,Two Hundred Dollars($70,200.00). Seller shall not provide
any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement
unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be
liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves
such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below("Effective Date")and expires on July 3,2023 to coincide with the Cooperative Purchase
Agreement. Buyer shall be able to renew this agreement for 1 one-year renewal options by written
agreement of the parties.
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Washington(Aug 19,202115:05 CDT) responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date:
Aug 19,2021
a w.&jr
APPROVAL RECOMMENDED: By: Bobby Lee(Aug 19,202113:44 CDT)
Name: Bobby Lee
Title: Sr.IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
aAf Mr 4
ATTEST:EST: O�000.000.*�J By: Taylor Ps(Aug 19,202115:03 CDT)
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�o o9�d Name: Taylor Paris
pv0 o=o Title: Assistant City Attorney
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By: as a CONTRACT AUTHORIZATION:
Name: Ron Gonzales ��nE�p$oo M&C: N/A
Title: Acting City Secretary
SELLER:
World Wide Technology LLC. ATTEST:
15AvuJ A. M�I�Gc�i
David A.Murphy(Aug 19,2 21 :43 CDT)
By: By:
Name: David A.Murphy Name:
Title: Regional Manager PS Title:
Date: Aug 19,2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire on November 30, 2021 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). Buyer shall have the option, in its sole
discretion, to renew this Agreement under the same terms and conditions, for up to four(4) one-
year renewal options, at Buyer's sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary, Buyer 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 Buyer, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The
Parties agree that nothing contained within this Agreement is considered proprietary or trade
secret information and this agreement may be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect,in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers,purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery,return of goods at the Seller's cost and/or non-payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d)Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods
shall be suitably packed to secure lowest transportation costs and to conform to requirements of
common carriers and any applicable specifications. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill,when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the Ist payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,
and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The Buyer may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER 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 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.
17.2 SELLER shall be liable and responsible for any and all claims made against the
Buyer 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 Buyer's continued use of the
Deliverable(s) hereunder;
17.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as SELLER bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section, SELLER 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, Buyer shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement, Buyer 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, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action,with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation 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, SELLER shall, at its own expense and as Buyer's sole remedy, either: (a)
procure for Buyer the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
Buyer; or(d)if none of the foregoing alternatives is reasonably available to SELLER
terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available to
Buyer under law; and
17.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses,evaluations,reports,memoranda,letters,ideas,processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
by the Seller for the Buyer pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may
be considered "work(s) made for hire" and will be and remain the exclusive property of the
Buyer. To the extent that the Work Product,under applicable law,may not be considered work(s)
made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys,
and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright,
which Seller may have in any Work Product or any tangible media embodying such Work
Product,without the necessity of any further consideration, and Buyer shall be entitled to obtain
and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for
itself and on behalf of its vendors hereby waives any property interest in such Work Product.
19.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which
Buyer may have in law or equity.
20.0 TERMINATION
20.1 Written Notice. The purchase of goods under this order may be terminated in whole or
in part by Buyer,with or without cause,at any time upon the delivery to Seller of a written
"Notice of Termination" specifying the extent to which the goods to be purchased under
the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of
Buyer as set forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
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 Buyer of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
20.3 Duties and Obligations of the Parties.Upon termination of this Agreement for any reason,
Seller shall only be compensated for items requested by the Buyer and delivered prior to
the effective date of termination, and Buyer shall not be liable for any other costs,
including any claims for lost profits or incidental damages. Seller shall provide Buyer
with copies of all completed or partially completed documents prepared under this
Agreement. In the event Seller has received access to Buyer Information or data as a
requirement to perform services hereunder, Seller shall return all Buyer provided data to
Buyer in a machine readable format or other format deemed acceptable to Buyer.
21.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights,interests, or obligations to another entity. The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties, fees or interest resulting therefrom.
22.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
23.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
24.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement.No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, and the Seller's Quote.
25.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or"UCC"is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State of Texas.
26.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors. The doctrine of respondent superior shall not apply as between Buyer and Seller,
its officers, agents, employees,vendors and subcontractors.Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees,vendors and subcontractors.
27.0 LIABILITY AND INDEMNIFICATION.
27.1 LIABILITY- SELLER 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 SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
27.2 GENERAL INDEMNIFICATION- SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, 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 SELLER'SBUSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL
INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
27.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Seller agrees to defend, settle, or pay,
at its own cost and expense, any claim or action against Buyer for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from Buyer's use of the
software and/or documentation in accordance with this Agreement, it being understood that
this agreement to defend,settle or pay shall not apply if Buyer modifies or misuses the software
and/or documentation. So long as Seller bears the cost and expense of payment for claims or
actions against Buyer pursuant to this section,Seller 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,Buyer shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against Buyer for infringement arising under this Agreement, Buyer 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,Seller shall fully participate
and cooperate with Buyer in defense of such claim or action.Buyer agrees to give Seller timely
written notice of any such claim or action,with copies of all papers Buyer may receive relating
thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses
shall not eliminate Seller's duty to indemnify Buyer under this Agreement. If the software
and/or documentation 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, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for
Buyer the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,provided that such modification does
not materially adversely affect Buyer's authorized use of the software and/or documentation;
or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional charge
to Buyer; or(d)if none of the foregoing alternatives is reasonably available to Seller terminate
this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which
termination Buyer may seek any and all remedies available to Buyer under law.
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement,which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
29 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have
been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
30 NOTICES TO PARTIES
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 BUYER: TO SELLER:
City of Fort Worth World Wide Technology, LLC
Attn: Purchasing Manager Attn: Jake Henne
200 Texas Street 215-375-8200
Fort Worth, TX 76102-6314 Jake.henne@wwt.com
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN
INTEREST,SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM.
32 IMMIGRATION NATIONALITY ACT
Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
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 Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller,
shall have the right to immediately terminate this Agreement for violations of this provision by
Seller.
33 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under
this contract, 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 Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits.
The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of
this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis
of disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of
its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal, state and local laws concerning disability and will defend,indemnify and hold
Buyer harmless against any claims or allegations asserted by third parties or subcontractors
against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller 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 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 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. If the parties submit the dispute to non-
binding mediation and 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.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the Buyer 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 contract,Seller certifies that Seller's
signature provides written verification to the Buyer that Seller: (1) does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
38 INSURANCE REQUIREMENTS
38.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to Buyer to evidence coverage.
38.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name Buyer as an additional insured thereon,as its interests may appear. The term
Buyer shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth,Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) 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.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the Buyer prior to Vendor proceeding with any
work pursuant to this Agreement.
Exhibit B —CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law,the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer.Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also
available at http://www.ethics.state.tx.us/forms/CIo.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
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. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local GovemmentCode, Date Received
by avendorwho has abusiness 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 filedwith the records administrator ofhe 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 Gode.An offense under this section is a misdemeanor.
t Name of vendarwho has a business relationship with local governmental entity.
Gheckthis box Ifyou 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_)
3
Name of local government officer about whom the information In this section is being disclosed.
Name of Officer
This section(item 3 including subparts A, B. C, & D) must be completed for each officer with whom the vendor has ar
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additionai
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income,from the vendor?
M] Yes FIT 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 named in this section AND the taxable income is not received from the local governmental entity?
Yes 11:11 No
C. Is the filer of this questionnaire employed by a corparatian 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?
Yes P No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
15 A. Nl�c�l�ui
David A.Murphy(Aug 19,2 21 :43 CDT) Aug 19,2021
Signature of vendor doing business with the governmental entity [s:e
Adapted SM2415
O World Wide
Technology
City of Fort Worth
UCS and UC Subject Matter Expert Services
July 14, 2021
PRESENTED BY
Jake Henne
Account Manager
World Wide Technology, LLC
(215) 375-8200
Jake.Henne@wwt.com
www.wwt.com
OF
XWorld Wide City of Fort Worth
Technology UCS and UC SME Services I July 2021
Table of Contents
1 Project Scope...........................................................................................................................3
1.1 SME Services...........................................................................................................................3
1.1.1 UCS Subject Matter Expert.........................................................................................3
1.1.2 UC Subject Matter Expert...........................................................................................3
1.2 Subject Matter Expert Terms and Conditions........................................................................4
1.3 Out of Scope...........................................................................................................................5
2 Customer Responsibilities........................................................................................................5
3 Assumptions............................................................................................................................6
4 Pricing Summary......................................................................................................................8
4.1 Time and Expenses Project Change Control...........................................................................8
4.2 Non-Disclosure Agreement ....................................................................................................9
Appendix 1:Approval to Proceed with Project............................................................................. 10
PROPRIETARY NOTICE The information contained in this statement of work is the confidential information of World Wide Technology,
LLC.This statement of work and the information contained herein shall not be disclosed outside the company named above,and shall not
be duplicated,used,or disclosed in whole or in part for any purpose other than to evaluate this statement of work.
World Wide City of Fort Worth Ny4c
Technology UCS and UC SME Services I July 2021
1 Project Scope
This Subject Matter Expert (SME) Statement of Work(SOW) defines the services that World Wide
Technology, LLC (WWT), will execute based on City of Fort Worth (Fort Worth or Customer)
requirements.The responsibilities and requirements for this SME engagement are defined in this
SOW to support a clear understanding of the services to be performed.
The pricing submitted with this SOW reflects the SME services described herein.
All terms and conditions of the State of Texas Department of Information Resources (DIR) —Cisco
Products and Related Services Reseller Agent Contract DIR-TSO-4167 are incorporated by reference.
WWT will not be bound by any conflicting terms that may appear in any Customer Purchase Order
or any other Customer documentation.
1.1 SME Services
WWT will provide a Cisco Unified Computing System (UCS) SME to assist Fort Worth with UCS
support and a Cisco Unified Communications (UC) SME to assist Fort Worth with their UC upgrade
initiative.
1.1.1 UCS Subject Matter Expert
WWT will provide up to eighty(80) hours of UCS SME support to assist Fort Worth with their UCS
initiatives following the configuration project. Hours are to be utilized at a minimum of one (1) hour
per task.
There are no formal deliverables as a part of this engagement;the WWT UCS SME will work under
the direction of Fort Worth and will make a best-attempt effort to complete Fort Worth's task in the
hours included in this SOW.Tasks may include:
■ UCS configuration review and remediation recommendation
■ UCS firmware upgrades
■ Knowledge Transfer
■ Service profile creation and modification
#of Hours: Eighty(80)
#of Resources: One (1)
Remote/Onsite: Remote
Requested Start Date: ASAP
Requested End Date: September 23, 2021
1.1.2 UC Subject Matter Expert
WWT will provide up to one hundred eighty(180) hours of UC SME support to assist Fort Worth with
upgrading the current Cisco communications system from 11.5 to 12.5 for all platforms and
associated services in use. Hours are to be utilized at a minimum of one (1) hour per task.
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There are no formal deliverables as a part of this engagement;the WWT UC SME will work under
the direction of Fort Worth and will make a best-attempt effort to complete Fort Worth's task in the
hours included in this SOW.Tasks may include:
■ Upgrade Planning
— Required firmware versions for all UC components
— Upgrade order and schedule
— UC server backup verification
■ Installation/Upgrade of UC components
— 8811, 8821, 8831, 8841, 8851 handsets (if needed)
— IPC/Jabber
— CUBE routers
■ 3925 moving to 4331s
— UCCX, CUCM, Expressway, CUC, IM&P, CER
— Other UC components as needed—ATA191, etc.
■ Assist with upgrade as needed and as capable for third-party applications
— Informacast
— Elevio
— XMedius
■ Configuration and Integration
■ Post upgrade support and testing
■ Maintenance (Smart Net)
■ Migration from PLM to Smart Licensing
■ Knowledge Transfer
Fort Worth current software versions:
■ CUCM (7) Node cluster System Version 11.5.1.12900-21
■ Unity Connection (2) Node cluster System Version 11.5.1.12900-21
■ UCCX(2) Node Cluster 11.5.1.11001-34
■ IM&P 11.5: (2) Node Cluster System version: 11.5.1.12900-25
■ Cisco Emergency Responder(2) Node Cluster System Version: 11.5.2.20000-6
■ Single Expressway Core: Software Version x8.9.2
■ Single Expressway Edge: Software Version x8.9.2
#of Hours: One hundred eighty(180)
#of Resources: One (1)
Remote/Onsite: Remote
Requested Start Date: ASAP
Requested End Date: September 23, 2021
1.2 Subject Matter Expert Terms and Conditions
■ The planned maximum hours for the services identified in this document is forty(40) hours
per week, excluding WWT observed holidays
— Any work performed outside of normal business hours (Monday—Friday, 8:00 a.m. to
5:00 p.m.) must be scheduled in advance and approved by both parties
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WWT acknowledges that upgrades of certain UCS and/or UC components will occur
after hours
1.3 Out of Scope
The following items have been determined to be out of scope relative to this SOW and are identified
in order to avoid any confusion.
■ WWT does not require access to or receipt of any personally identifiable information,
protected health information, sensitive Customer information or other structured personal
or sensitive information as defined by applicable data protection laws ("Protected Data") in
its performance of the Services hereunder.Access to or receipt of any Protected Data is
expressly out of scope under this SOW. As such, Customer will not provide WWT with
Protected Data or access to Protected Data hereunder and any such receipt or access will
require prior agreement by both parties to determine applicable controls, processes,
security measures, or other requirements
■ Any work not specifically listed as a task in this document is considered out of scope
■ No formal training will be provided
■ No formal deliverables will be provided
2 Customer Responsibilities
All services performed by WWT will be based on the following assumptions and Customer
responsibilities:
■ Fort Worth will designate a single point of contact to whom all WWT communications may
be addressed and who has the authority to act on all aspects of the services throughout the
duration of the project; such contact shall be available during normal hours of business
(Monday through Friday, 8:00am to 5:00pm local time, excluding holidays)
■ Fort Worth will have suitable technical staff as mutually agreed upon by both parties
available for the duration of the engagement as defined by the project schedule.The Fort
Worth staff will need to participate in and support the various tasks of the project as
required as defined by the project schedule or other tasks not directly stated, but have a
direct impact on completion of this project
■ Fort Worth is responsible for the identification and interpretation of, and ensuring
compliance with, all laws, statutes, rules, regulations and standards applicable to its or its
affiliates' business or operations
■ Fort Worth will on-board WWT employees based on identified need, including remote
access, as mutually agreed by both parties during the course of the project
■ Fort Worth and WWT will jointly define standard configuration templates by the mutually
agreed upon date defined during the project kick-off and documented in the project plan of
record
■ Fort Worth and WWT will jointly define the required physical and logical site information by
the mutually agreed upon date defined during the project kick-off and documented in the
project plan of record
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■ Fort Worth will have five (5) days to provide written feedback on all project artifacts,
documents, or presentations developed or updated by WWT. If no feedback is provided, the
item will be considered accepted by Fort Worth. If possible, WWT will continue with other
work on the project while waiting for comments or acceptance
■ Fort Worth will be required to provide an HLD/reference architecture including a high level
definition (ten words or less)within five (5) business days of WWT's written request
■ Fort Worth will supply access information and credentials to the engineer(s) for any Fort
Worth tools and all existing equipment that needs to be configured or may need to be
modified within five (5) business days of WWT's written request for access
■ Fort Worth will confirm site readiness including circuits, cabling, power, cooling, and rack
space in accordance with the agreed upon project schedule
■ Fort Worth will specify physical and logical network topology for existing network
infrastructure and identify connectivity requirements for other network-attached devices
■ Fort Worth will install and verify the operation of all equipment not provided by WWT; this
equipment will be installed, tested, and operational in accordance with the agreed upon
project schedule
■ Fort Worth is responsible for all server and network security definitions and it is assumed
that the WWT technical resources will have appropriate configuration requirements prior to
the design and implementation commencing
■ Fort Worth will provide all security lockdowns required for any deployed systems prior to
scheduling resources to arrive on-site. Fort Worth will provide timely technical assistance in
the event a lockdown prevents a deployed solution from functioning properly. In the event
that a solution cannot be found without impacting the schedule, Fort Worth and WWT will
document the solution and determine to extend the timeline or back-out the lockdown until
the solution works. Lockdowns will not be required or implemented for virtual appliances
■ Fort Worth will provide Virtual Private Network(VPN) or other remote access and
appropriate credentials in order to complete this project
■ Any installation and configurations requiring physical access
Note: Success of the project is dependent on the responsibilities above. If responsibilities indicated
above are not completed prior to the deployment date, the project timelines may need to be
rescheduled based on WWT engineering availability.
3 Assumptions
In preparing this SOW, WWT made certain assumptions for items not expressly documented during
discussions with Fort Worth. Changes to these assumptions may affect scope and cost.
■ WWT will not be responsible for any project delays or costs caused by failure to deliver or by
delayed provision of information, systems, or feedback from Fort Worth or third party
vendors
■ Tasks will be completed during normal business hours between 8:00 a.m. and 5:00 p.m.
project site local time, Monday through Friday, excluding WWT-observed holidays, unless
otherwise negotiated and noted in this SOW
■ Changes to the scope of work identified during the project will require a Change Order Form
that could affect the schedule, milestone, or cost of the project
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■ WWT will assign all staff resources as to best-fit total requirements and no individual
employee is being specifically promised or quoted for this project
■ WWT shall rely upon any standard operating procedures or practices of Fort Worth and any
direction or regulatory or other guidance provided by Fort Worth as agreed to during the
project kickoff
■ Any configuration or modification made by WWT to any third party software or materials
provided by Fort Worth or work incorporating such items will be subject to the ownership
and other rights agreed to by Fort Worth with the applicable third party. Fort Worth
understands any such configuration or modification may negate the third party warranty
and/or support, and WWT will hold no liability for any configuration or modification
performed at Fort Worth's direction
■ WWT is not providing any warranty regarding, and is not liable for, any third party or Fort
Worth software, documentation, equipment, tools or other products or materials, even if
recommended by WWT
■ Time estimates for the implementation of the solution do not include time required for
Customer change control processes. Any change control process delays that impact the time
and level of effort to deliver the solution will incur a change order for the time difference
■ WWT may deliver the Services through a combination of employees, contractors, and
subcontractors working under WWT's direction, at WWT's discretion
■ The services may include advice and recommendations, but all decisions in connection with
the implementation of such advice and recommendations will be the responsibility of, and
made by, Fort Worth
■ Knowledge transfer will not include any courseware or formal lab manuals. It will be hands-
on knowledge transfer on the deployed solution within the Fort Worth environment.This is
an informal sharing of information between technical peers and is intended to supplement
but not replace any manufacturer's formal system implementation or administration
classes. Formal classroom offerings may be offered and scheduled through WWT
■ If at any time, the United States Government or its duly appointed representatives issues a
safety,terrorism,tariff, or other legally binding statement that impacts WWT's ability to
transact business in the effected country,WWT reserves the right the defer or exclude
scope obligations for the countries impacted. WWT will reduce the cost commensurate
with the reduced scope
In addition to and notwithstanding any contrary provisions in the Master Agreement including,
but not limited to, any Force Majeure clause,the parties agree to work in good faith to address
any direct or indirect impacts to the Services or Deliverables due to COVID-19. Such impacts may
include, but are not limited to, quarantine restrictions or other restrictions, requirements, or
recommendations from federal, state, or local health agencies or other advisory or regulatory
entities. Without limiting the foregoing,WWT reserves the right to submit a Change Request to
Customer if,at any time, COVID-19 impacts WWT's activities and/or rights and obligations-
financial,operational, or otherwise-contemplated under this SOW. Impacts may include, but are
not limited to,the inability to access and perform onsite services,travel and logistical
complications, delays, cost increases, or changes or reductions in scope. Customer's approval of
such Change Requests shall not be unreasonably withheld. While WWT will reduce costs
commensurate with any reduction in scope,WWT shall not be liable for any claims or damages of
any kind due to any inability to perform the Services or provide the Deliverables.The parties
agree to work in good faith to reduce any disruption to the Services. Where feasible and
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WWorld Wide City of Fort Worth
Technology UCS and UC SME Services I July 2021
reasonable, Customer agrees to provide access sufficient to allow WWT to perform Services
remotely and/or waive or reschedule applicable training and other on-site requirements.
4 Pricing Summary
This is a Time and Expenses effort as described above. Costs for hardware and software are not
included in WWT's fees.
Work will be performed remotely.
The hourly labor rates for this effort are as follows:
Professional Services
Resource Hourly Rate NTE Hours Total
Cisco UCS Subject Matter Expert $270.00 80 $21,600.00
Cisco UC Subject Matter Expert $270.00 180 $48,600.00
Estimated Total $70,200.00
Note:
■ Pricing shown in U.S. dollars. Pricing is valid for ninety(90) days from the date of the SOW
■ Taxes are not included in the above pricing
■ An invoice will be generated monthly for time and expenses incurred during that month
■ Actual travel expenses (if required)will be billed as incurred
■ Payment Terms are net-30 days from WWT invoice date
4.1 Time and Expenses Project Change Control
Fort Worth may request changes to the work being provided via written notification to the WWT
Professional Services Project Manager assigned to this project. WWT will comply,to the extent
feasible,with such requested changes. Should WWT determine that such changes cause an increase
or decrease in the cost estimate of time required for performance of the work, WWT will advise Fort
Worth. Fort Worth requested changes shall not become effective until agreed upon and executed by
WWT and Fort Worth has signed the Change Order form.The Change Order will include:
■ Change request number
■ Reasons for change request
■ Changes to the SOW
■ Schedule impact
■ Cost impact
WWT will begin work in response to a Change Request upon receipt of Customer signed Addendum
to the SOW and a valid Purchase Order.
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4.2 Non-Disclosure Agreement
This SOW includes data that shall not be disclosed outside Fort Worth and shall not be duplicated,
used, or disclosed, in whole or in part, for any purpose other than to evaluate this SOW. If, however,
a contract is awarded to this offer or quote as a result of, or in connection with, the submission of
this data, Fort Worth shall have the right to duplicate, use, or disclose the data to the extent
provided in the resulting contract.This restriction does not limit Fort Worth's right to use
information contained in this data if it is obtained from another source without restriction.
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Appendix 1: Approval to Proceed with Project
The undersigned parties each understand and agree that this SOW accurately sets forth the services
that WWT will provide Fort Worth.
Following receipt of signed SOW and Fort Worth's Purchase Order*, a WWT Project Manager will be
in contact to discuss next steps. WWT requires a minimum of four(4) weeks' notice to begin project
implementation from date of receipt of signed SOW and Fort Worth's Purchase Order*. WWT price
quote is valid for ninety(90) days from date of this SOW.
._._L ] Valerie Washington Aug 19,2021
(Signature) (Print Name) Date
City of Fort Worth
aa.,WLa.'11 2 David A.Murphy Aug 19,2021
ow�da.M����=on
(Signature) (Print Name) Date
World Wide Technology, LLC
Please return all pages of this signed SOW and Purchase Order*to your WWT Account Manager.
Customer Contact Name Bobby Lee
Customer Contact Title Sr. IT Solutions Manager
Customer Phone Number 817-392-2310
Customer Email Address bobby.lee@fortworthtexas.gov
Project Site Address
*If this form is not accompanied by a Purchase Order, please complete the information below:
Customer Bill to Address
Customer A/P Representative Name
Customer A/P Representative Email
Reference#(for invoicing) if not Purchase Order
Internal Request#R-00599746 v2.0
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DIR Contract No. DIR-TSO-4167
Vendor Contract No.
Exhibit D
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Cisco Systems, 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 151"Street,Suite 1300,Austin,Texas 78701, and Cisco Systems, Inc.
(hereinafter "Vendor"), with its principal place of business at 170 West Tasman Drive, San Jose,
California 95134.
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-425, on December 20, 2017, for Cisco Branded Products
and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-425 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, End User License Agreement; Appendix E, Services
Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-425, including all addenda; and
Exhibit 2, DIR-TSO-TMP-425, 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 Appendix E,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 renewals. 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 18 (DIR rev 03/2018)
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Cisco branded products and services and
third-party products that complement the Cisco branded products and services as specified
in the 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.B above.
B. Services
Services available under this Contract are limited to Cisco branded services as specified in
Appendix C, Pricing Index and Appendix E, Services Agreement. 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.
C. Emerging Technologies and Future Acquisitions
DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to
consider the addition of emerging technologies such as next generation, enhancements and
upgrades for products or services that are within the scope of the Cisco Branded Products and
Services RFO DIR-TSO-TMP-425. Vendor may propose such products and services throughout
the term of the Contract with pricing and terms to be negotiated upon DIR's acceptance. Any
determination or acceptance of additions will be at DIR's sole discretion. In addition, DIR and
Vendor may mutually agree to add future acquisitions by Cisco to the Contract, with product
and service terms, conditions and pricing to be mutually agreed upon in writing by contract
amendment.
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 thirty(30)calendar
days 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.
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If sent to the State:
Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15" St., Suite 1300
Austin,Texas 78701
Phone: (512) 475-1647
Facsimile: (512)475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:
Lynne Coughlan
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134
Phone: (617) 951-6755
Facsimile: (703) 842 -8684
Email: Icoughla@cisco.com
7. Software License,Service and Leasing Agreements
A. Software License Agreement
1) Customers acquiring software licenses to Cisco branded products under the Contract shall
hold, use and operate such software subject to compliance with the End User License
Agreement set forth in Appendix D of this Contract. No changes to the End User License
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 Agreement terms and conditions available to all
Customers at all times.
2) Compliance with the End User License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer's compliance with the End User License
Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be
responsible for its compliance with the End User License 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 for Cisco branded
products. 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
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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. For third-
party products included in the Appendix C Pricing Index,Vendor will provide the applicable
third-party software license agreements to Customer.
C. Service Agreement
Services provided under this Contract shall be in accordance with the Service Agreement as
set forth in Appendix E of this Contract. No changes to the Service Agreement terms and
conditions may be made unless previously agreed to by Vendor and DIR.
D. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software End User 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.
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 Vendor's resellers who pass through product documents and
obligations from the Manufacturer or Publisher.
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8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
A. Appendix A,Section 3, Definitions,A. Customer, is hereby restated in its entirety as follows:
A. Customer - the any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, the Electric Reliability
Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section
5.001, Education Code, a private or independent institution of higher education,as defined by
Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001,
Tax Code, and those state agencies purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code, any local government as
authorized through the Interlocal Cooperation Act,Chapter 791,Texas Government Code, and
the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code and, except for telecommunications services under
Chapter 2170, Texas Government Code, assistance organizations as defined in Section
2175.001,Texas Government Code to mean:
1) A non-profit organization that provides educational, health or human services or
assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redistributes edible but
unmarketable food to an agency that feeds needy families and individuals;
3) Texas Partners of the Americas,a registered agency with the Advisory Committee
on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the
Agency for International Development;
4) A group, including a faith-based group,that enters into a financial or non-financial
agreement with a health or human services agency to provide services to that agency's
clients;
5) A local workforce development board created under Section 2308.253;
6) A nonprofit organization approved by the Supreme Court of Texas that provides
free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc.,or an entity designated by the
commissioner of agriculture as the foundation's successor entity under Section 74.1011,
Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes
used computer equipment to public school students and their families; and
9) A nonprofit organization that provides affordable housing.Customer's fiscal form
or format, which is used when making a purchase (e.g., formal written Purchase Order,
Procurement Card, Electronic Purchase Order.
Notwithstanding the above, nothing in the definition of Customer shall require Vendorto offer
products and services to state agencies and political subdivisions of other states as authorized
under Chapter 2170,Texas Government Code.
B. Appendix A, Section 3, Definitions, G. Purchase Order, is hereby restated in its entirety as
follows:
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G. Purchase Order - the Customer's fiscal form or format, which is used when making a
purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order,
or other authorized instrument). The terms of this agreement supersedes any terms printed
on Customer's Purchase Order and any Purchase Order terms are null and void.
C. Appendix A,Section 4, General Provisions, D.Assignment, is hereby restated in its entirety as
follows:
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor in
interest (for DIR, another Texas state agency as designated by the Texas Legislature), or ii) a
subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement
imposed upon a party by a governing body with the appropriate authority. Assignment of the
Contract under the above terms shall require written notification by the assigning party. Any
other assignment by a party shall require the written consent of the other party. Each party
agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the
contracting parties.
D. Appendix A, Section 4, General Provisions, E. Survival, is hereby restated in its entirety as
follows:
E.Survival
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the Contract
shall survive the expiration or termination of the Contract. All Purchase Orders issued and
accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract
for the term of the Purchase Order, unless the Customer terminates the Purchase Order prior
to acceptance by Vendor or its Order Fulfiller. However,regardless of the term of the Purchase
Order, no Purchase Order shall survive the expiration or termination of the Contract for more
than five years, unless Customer makes an express finding and justification for the longer term.
The finding and justification must either be included in the Purchase Order, or referenced in it
and maintained in Customer's procurement record. Rights and obligations under this Contract
which by their nature should survive, including, but not limited to the DIR Administrative Fee;
and any and all payment obligations invoiced prior to the termination or expiration hereof;
obligations of confidentiality; and, indemnification, will remain in effect after termination or
expiration hereof.
E. Appendix A, Section 5, Intellectual Property Matters, is hereby restated in its entirety as
follows:
This contract does not contemplate, authorize or support acquisition of custom software
products or services or the creation of intellectual property. 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 or the creation of intellectual property, then the terms and conditions of
ownership of intellectual property will be negotiated between the parties at such time.
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F. Appendix A, Section 7, Contract Fulfillment and Promotion, A. Service, Sales and Support of
the Contract, is hereby restated in its entirety as follows:
A. Service,Sales and Support of the Contract
Vendor shall provide service, sales and support resources to serve all Customers throughout
the State. It is the responsibility of the Vendor to sell, market, and promote services available
under the Contract. Vendor shall use its commercially reasonable efforts to ensure that
potential Customers are made aware of the existence of the Contract. All sales to Customers
for services available under the Contract shall be processed through the Contract.
G. Appendix A,Section 7, Contract Fulfillment and Promotion, C. Product Warranty and Return
Policies, is hereby restated in its entirety as follows:
C. Product Warranty and Return Policies
Order Fulfiller will adhere to the Vendor's then-currently published policies concerning product
warranties and returns. Product warranty and return policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated
Customers for like products. Warranty and returns for third-party products will be subject to
the separate policies and terms set forth by the applicable third-party, provided said policies
and terms were provided to Customers prior to acceptance by Customer of the third-party
products. Vendor/Order Fulfiller will assign any such warranty and return rights to Customer,
to the extent applicable.
H. Appendix A, Section 7, Contract Fulfillment and Promotion, E. Internet Access to Contract
and Pricing Information, is hereby restated in its entirety as follows:
E. Internet Access to Contract and Pricing Information
1) Vendor Website
Within thirty(30) calendar days of the effective date of the Contract,Vendor will establish and
maintain a website specific to the product and service offerings under the Contract which is
clearly distinguishable from other, non-DIR Contract offerings at Vendor's website. The
website must include:
a) the products and services awarded (alternatively, categories);
b) description of product and service (categories) awardedi
c) a current price list or mechanism (for example, a services calculator or product
builder)to obtain specific contracted pricing;
d) discount percentage (%) off MSRP or List Price;
e) designated Order Fulfillers;
f) contact information (name, telephone number and email address) for Vendor and
designated Order Fulfillers;
g) instructions for obtaining quotes and placing Purchase Orders;
h) warranty policies;
i) return policies;
j) the DIR Contract number with a hyperlink to the Contract's DIR webpage;
k) a link to the DIR "Cooperative Contracts" webpage; and
1) the DIR logo in accordance with the requirements of this Section.
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If Vendor does not meet the webpage requirements listed above, DIR may cancel the contract
without penalty; provided however, that Vendor is provided written notice of the website's
non-compliance, and Vendor fails to correct such non-compliance withing thirty (30) calendar
days.
2) Accurate and Timely Contract Information
Vendor warrants and represents that the website information specified in the above paragraph
will be accurately and completely posted, maintained and displayed in an objective and timely
manner. Vendor, at its own expense, shall correct any non-conforming or inaccurate
information posted at Vendor's website within thirty (30) business days after written
notification by DIR.
3) Website Compliance Checks
Periodic compliance checks of the information posted for the Contract on Vendor's website
will be conducted by DIR. Upon request by DIR,Vendor shall provide verifiable documentation
that pricing listed upon this website is compliant with the pricing as stated in Section 4 of the
Contract.
4) Website Changes
Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate
access to Contract information.The establishment of the link is provided solelyfor convenience
in carrying out the business operations of the State. DIR reserves the right to terminate or
remove a link at any time, in its sole discretion, without advance notice, or to deny a future
request for a link. DIR will provide Vendor with subsequent notice of link termination or
removal. Vendor shall provide DIR with timely written notice of any change in URL or other
information needed to access the site and/or maintain the link.
5) Use of Access Data Prohibited
If Vendor stores, collects or maintains data electronically as a condition of accessing Contract
information,such data shall only be used internally by Vendor for the purpose of implementing
or marketing the Contract, and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State
and Vendor shall not restrict DIR or Customer access to Contract terms and conditions
including pricing, i.e.,through use of restrictive technology or passwords.
6) Responsibility for Content
Vendor is solely responsible for administration, content, intellectual property rights, and all
materials at Vendor's website. DIR reserves the right to require a change of listed content if, in
the opinion of DIR, it does not adequately represent the Contract.
I. Appendix A, Section 7, Contract Fulfillment and Promotion, G. Vendor and Order Fulfiller
Logo, is hereby restated in its entirety as follows:
G. Vendor and Order Fulfiller Logo
In the event DIR should need use of Vendor's or Order Fulfiller's Logos, mutually agreed upon
criteria will be coordinated with Vendor.
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J. Appendix A, Section 8, Pricing, Purchase Order, Invoices, and Payments, C. Customer Price,
is hereby restated in its entirety as follows:
C. Customer Price
1)The price to the Customer shall be calculated as follows:
Customer Price=(MSRP or List Price—Customer Discount as set forth in Appendix C,
Pricing Index)x(1+ DIR Administrative Fee, as set forth in the Contract).
2) Customers purchasing products and services under this Contract may negotiate more
advantageous pricing or participate in special promotional offers. In such event,a copy of such
better offerings shall be furnished to DIR upon request.
3) If pricing for Vendor's products or services available under this Contract are provided by
Vendor at a lower price to: (i) an eligible Customer in Texas who is not purchasing those
products or services under this Contract or (ii) any other Texas entity or consortia authorized
by Texas law to sell said products and services to eligible Customers, then the available
Customer Price in this Contract shall be adjusted to that lower price prospectively. This
requirement applies to products or services quoted directly by Vendor for a quantity of one(1)
under like terms and conditions, and does not apply to volume or special pricing purchases.
Upon either Customer's notice to Vendor, or Vendor's notice to Customer that the party(ies)
have become aware of this pricing differential and the pricing differential has been confirmed
by Vendor or Customer provides reasonable confirmation to Vendor, this Contract shall be
amended within ten (10) business days to reflect the lower price.
K. Appendix A, Section 8, Pricing, Purchase Orders, Invoices, and Payments, G. Changes to
Prices, is hereby replaced in its entirety as follows:
G. Changes to Prices
Vendor may change the price of any product or service at any time, based upon changes to the
MSRP, but discount levels shall remain consistent with the discount levels specified in this
Contract.
Vendor may revise its pricing(but not its discount rate, if any, and not the products or services
on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are subject
to review by DIR. If DIR finds that a product's or service's price has been increased
unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the
level published before the revision. Vendor must reduce its pricing or remove the product or
service from its pricing list within thirty (30) calendar days. Failure to do so will constitute an
act of default by Vendor.
L. Appendix A,Section 8, Pricing, Purchase Orders, Invoices,and Payments, K.Transfer of Title,
is hereby added to this section as follows:
K.Transfer of Title
Transfer of Title shall occur upon acceptance of goods. Customer shall have five (5) business
days after receipt to accept products. Absent written rejection within five (5) business days,
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products will be deemed accepted, without waiving the right to return products as set forth
under Vendor and product warranty provisions.
M. Appendix A, Section 9, Contract Administration, B. Reporting and Administrative Fees, is
hereby restated in its entirety as follows:
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all products and services purchased under
the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the
administrative fees in accordance with the due dates specified in this section.
b) DIR shall have the right to verify required reports and to take any actions necessary
to enforce its rights under this section, including but not limited to, compliance checks of
Vendor's applicable Contract books at DIR's expense. Vendor will provide all required
documentation at no cost.
2) Detailed Monthly Report
Vendor shall electronically provide DIR with a detailed monthly report in the format
required by DIR showing the dollar volume of any and all sales under the Contract for the
previous month period. Reports shall be submitted to the DIR ICT Cooperative Contracts
E-Mail Box at ict.sales@dir.texas.goy. Reports are due on the fifteenth (15t")calendar day
after the close of the previous month period. If the 15th calendar day falls on a weekend
or state or federal holiday, the report shall be due on the next business day. It is the
responsibility of Vendor to collect and compile all sales under the Contract from
participating Order Fulfillers and submit one(1)monthly report. The monthly report shall
include, per transaction: the detailed sales for the period, Order Fulfiller's Company
name, if applicable, Customer name, invoice date, invoice number, description, part
number, manufacturer (brand), quantity, unit price, extended price, Customer Purchase
Order number, contact name, Customer's complete billing address, and other
information as required by DIR. Each report must contain all information required by DIR
and listed above per transaction or the report will be rejected and returned to the Vendor
for correction in accordance with this section. Vendor shall report in a manner required
by DIR which is subject to change dependent upon DIR's business needs. Failure to do so
may result in contract termination.
3) Historically Underutilized Businesses Subcontract Reports
a) Vendor shall electronically provide each Customer with Vendor's applicable Order
Fulfiller's relevant Historically Underutilized Business Subcontracting Report, pursuant
to the Contract, as required by Chapter 2161,Texas Government Code. Reports shall
also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
4) DIR Administrative Fee
a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of
negotiating, executing, and administering the Contract.The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
Vendor monthly sales reports, close the sales period, and notify the Vendor of the
administrative fee no later than the fourteenth (14th) day of the second month following
the date of the reported sale. Vendor shall pay the administrative fee by the twenty-fifth
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(25th) calendar day of the second month following the date of the reported sale. For
example, Vendor reports January sales by February 15th; DIR closes January sales and
notifies Vendor of administrative fee by March 14th; Vendor submits administrative fee
for January sales by March 25th.
b) DIR may change the amount of the administrative fee upon thirty (30) calendar days
written notice to Vendor without the need for a formal contract amendment.
c) Vendor shall reference the DIR Contract number, reporting period,and administrative
fee amount on any remittance instruments.
d) Notwithstanding the foregoing, DIR shall timely provide to Vendor a report of all
ineligible sales or other reporting discrepancies (including administrative fees), based on
DIR's review of available sales information.
5) Accurate and Timely Submission of Reports
a) The reports and administrative fees shall be accurate and timely and submitted in
accordance with the due dates specified in this section. Vendor shall correct any
inaccurate reports or administrative fee payments within ten (10) business days upon
written notification by DIR. Vendor shall deliver any late reports or late administrative
fee payments within ten (10) business days upon written notification by DIR. If Vendor is
unable to correct inaccurate reports or administrative fee payments or deliver late
reports and fee payments within three (3) business days, Vendor must contact DIR and
provide a corrective plan of action, including the timeline for completion of correction.
The corrective plan of action shall be subject to DIR approval, such approval not
unreasonably withheld.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery
of reports and payments within the corrective plan of action timeline, DIR reserves the
right to require an independent third party audit of the Vendor's records as specified in
C.3 of this Section, at Vendor's expense. DIR will select the auditor(and all payments to
auditor will require DIR approval).
c) Failure to timely submit three (3) reports or administrative fee payments within any
rolling twelve (12) month period may, at DIR's discretion, result in the addition of late
fees of $100/day for each day the report or payment is due (up to $1000/month) or
suspension or termination of Vendor's Contract.
N. Appendix A,Section 9,Contract Administration,C. Records and Audit, paragraph 3, is hereby
restated in its entirety as follows:
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records,
books, documents, accounting procedures, practices and any other items relevant to the
performance of the Contract to the DIR Internal Audit department or DIR Contract
Management staff, including the compliance checks designated by the DIR Internal Audit
department, DIR Contract Management staff,the State Auditor's Office,and of the United
States, and such other persons or entities designated by DIR for the purposes of
inspecting, Compliance Checking and/or copying such books and records. Vendor and/or
Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR
shall provide Vendor and/or Order Fulfillers thirty (30) business days' notice prior to
inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's
records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be
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made available during regular office hours. Vendor and/or Order Fulfiller personnel
familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to
the DIR Internal Audit department, or DIR Contract Management staff and designees as
needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff
during the performance of Compliance Check. If Vendor is found to be responsible for
inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor
must pay within thirty(30) calendar days of receipt.
O. Appendix A,Section 10,Vendor Responsibilities,A. Indemnification,2)ACTS OR OMISSIONS,
is hereby restated in its entirety as follows:
2)ACTS OR OMISSIONS
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND/OR
PERMITTED ASSIGNEES, FROM ANY AND ALL LIABILITY,ACTIONS, CLAIMS, DEMANDS, OR
SUITS, AND ALL RELATED REASONABLE COSTS, ATTORNEY FEES, AND EXPENSES resulting
from bodily injury (including death) or damage to tangible property to the extent arising
out of, or resulting from any negligent acts or omissions, or willful misconduct of the
Vendor or its agents, employees, or subcontractors, in the execution or performance of
the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE
COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY
CUSTOMERS. VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH
OTHER OF ANY SUCH CLAIM.
P. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 3) INFRINGEMENTS, is
hereby restated in its entirety as follows:
3) INFRINGEMENTS
a)Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR
DESIGNEES from any and all third-party claims alleging infringement of United States
patents, copyrights, trade and service marks, and any other intellectual or intangible
property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR
PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.VENDOR SHALL BE LIABLE
TO PAY ALL REASONABLE COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES.THE DEFENSE
SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE
AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY
CUSTOMERS. VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
Notwithstanding the foregoing, such indemnity shall not apply, and Vendor shall have no
liability under this section if the alleged infringement is caused by:
1) Modification of a product by Customer or a third party
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2) The amount or duration of use which Customer makes of the Product, revenue
earned by Customer from services it provides that use the Product, or services
offered by Customer to external or internal customers
3) Combination, operation, or use of a product with non-Cisco products, software
or business processes
4) Customer's use of the products after Vendor informas Customer of modifications
or a change required to avoid such claims and offers to implement those changes
5) Any modifications made to the Product by the Vendor pursuant to Customer's
specific instructions.
b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor
with notice of an actual or potential claim, Vendor may (or in the case of an injunction
against Customer, shall), at Vendor's sole option and expense: (i) procure for the
Customer the right to continue to use the affected portion of the product or service, or
(ii) modify or replace the affected portion of the product or service with functionally
equivalent or superior product or service so that Customer's use is non-infringing.
Q. Appendix A, Section 10,Vendor Responsibilities, A. Indemnification, 4) Property Damage, is
hereby deleted in its entirety.
R. Appendix A, Section 10, Vendor Responsibilities, B. Taxes/Worker's Compensation/
UNEMPLOYMENT INSURANCE, Paragraph 2), is hereby restated in its entirety as follows:
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF
TEXAS AND/OR THEIR EMPLOYEES,AGENTS, REPRESENTATIVES, CONTRACTORS,AND/OR
ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, REASONABLE ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX
LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS
PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF
DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
S. Appendix A, Section 10, Vendor Responsibilities, N. Required Insurance Coverage, is hereby
restated in its entirety as follows:
N. Required Insurance Coverage
As a condition of this Contract with DIR, Vendor shall provide certificates of insurance, or
other proof of insurance acceptable to DIR, reflecting maintenance of the listed insurance
coverage within 5 business days of execution of the Contract if the Vendor is awarded
services which require that Vendor's employees perform work at any Customer premises
and/or use employer vehicles to conduct work on behalf of Customers. In addition,when
engaged by a Customer to provide services on Customer premises,the Vendor shall, at its
own expense, secure and maintain the insurance coverage specified herein, and shall
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provide certificates of insurance,or other proof of such insurance coverage acceptable to
Customer to the related Customer within five (5) business days following the execution
of the Purchase Order. Vendor may not begin performance under the Contract and/or a
Purchase Order until such proof of insurance coverage is provided to, and approved by,
DIR and the Customer. All required insurance must be issued by companies that have an
A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the
State of Texas and authorized to provide the corresponding coverage. Required coverage
must remain in effect throughout the term of the Contract and each Purchase Order
issued to Vendor thereunder. The minimum acceptable insurance provisions are as
follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury
and Property Damage,with a separate aggregate limit of$2,000,000; Personal Injury and
Advertising Liability of $1,000,000; Products/Completed Operations Aggregate Limit of
$2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional
Umbrella/Excess Liability insurance. The policy shall contain the following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer included as an additional insured, but only to the
extent of liabilities falling within Vendor's contractual and indemnity obligations pursuant
this Agreement; and
d) Waiver of Subrogation, but only to the extent of liabilities falling within Vendor's
contractual and indemnity obligations pursuant to this Agreement.
2) Workers' Compensation Insurance
WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST
INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS
WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND
MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY
PER ACCIDENT,$1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND$1,000,000 PER
DISEASE POLICY LIMIT.
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non-owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for bodily
injury and property damage.The policy shall contain the following endorsements in favor
of DIR and/or Customer:
a) Waiver of Subrogation, but only to the extent of liabilities falling within Vendor's
contractual and indemnity obligations pursuant to this Agreement; and
b) State of Texas, DIR and Customer included as an additional Insured, but only to the
extent of liabilities falling within Vendor's contractual and indemnity obligations pursuant
to this Agreement.
T. Appendix A, Section 10, Vendor Responsibilities, X. Use and Protection of Confidential
Information, is hereby added to Appendix A as follows:
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X. Use and Protection of Confidential Information
Customer and Vendor agree that in connection with this Contract and their relationship,they
may come into possession of another party's Confidential Information. The receiving party
shall at all times keep in trust and confidence all such Confidential information received, and
shall not use such Confidential Information other than as expressly authorized by the
disclosing party under this Agreement, nor shall the receiving party disclose any such
Confidential Information to third parties without the disclosing party's written consent.
Notwithstanding the above, Vendor shall be authorized to disclose Customer's Confidential
Information to order fulfillers, contractors or employees of a Vendor entity who have a
legitimate business need to have access to such information to fulfill Customer's purchase
orders. Notwithstanding any record retention policies and laws, the receiving party shall
immediately return to the disclosing party all Confidential Information (including copies
thereof)in the receiving party's possession,custody,or control upon termination or expiration
of this Agreement. The obligations of confidentiality shall not apply to information which (a)
has entered the public domain, except where such entry is the result of the receiving party's
breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in the
receiving party's possession; (c) subsequent to disclosure hereunder is obtained by the
receiving party on a non-confidential basis from a third party who has the right to disclose such
information to the receiving party. Additionally, the receiving party is authorized to disclose
Confidential Information pursuant to a valid order issued by a court or government agency,
provided that the receiving party provides(i)prior written notice to the disclosing party of such
obligation and (ii) the opportunity to oppose such disclosure. Customer and DIR may disclose
information necessary to comply with the Texas Public Information Act.
Vendor shall not disclose, advertise, or publish the terms and conditions of this Agreement
without the prior written consent of the Customer.Any press release or publication by Vendor
regarding this Agreement is subject to prior review and written approval of DIR and Customer.
Customer and DIR may publish the contract and Agreement in its customary manner or as
required by law.
U. Appendix A, Section 11, Contract Enforcement, B. Termination, 1) Termination for Non-
Appropriation, a)Termination for Non-Appropriation by Customer, is hereby restated in its
entirety as follows:
a) Termination for Non-Appropriation by Customer
Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the
Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by
the Texas legislature on behalf of state agencies; or iii) by budget execution authority
provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317,Texas
Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller will be
provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the
foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return the product
and discontinue using services under any return provisions that Vendor offers. In the event of
such termination, the Customer will not be considered to be in default or breach under this
Contract, nor shall it be liable for any further payments ordinarily due under this Contract
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(except for products or services accepted before termination, for which return provisions are
provided, which Customer fails to return), nor shall it be liable for any damages or any other
amounts which are caused by or associated with such termination.
V. Appendix A, Section 11, Contract Enforcement, B. Termination, 3) Termination for
Convenience, is hereby restated in its entirety as follows:
3) Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)
calendar days written notice. A Customer may terminate a Purchase Order or other
contractual document or relationship prior to the delivery of the ordered products or services
by giving the other party thirty (30) calendar days written notice. Notwithstanding the
foregoing, if a Customer issued a Purchase Order and accepted delivery of the ordered
products or services,the Customer is obligated to pay for the product or services in accordance
with the payment and return provisions contained in this Agreement.
W. Appendix A, Section B. Termination, 4. Termination for Cause, b) Purchase Order, is hereby
restated in its entirety as follows:
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order or other contractual document or
relationship upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Purchase Order or other contractual document or relationship
in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties
must comply with the requirements of Chapter 2260,Texas Government Code, in an attempt
to resolve a dispute; second, after complying with Chapter 2260,Texas Government Code,and
the dispute remains unresolved, then the non-defaulting party shall give the defaulting party
ten (10) calendar days from receipt of notice to cure said default. If the defaulting party fails
to cure said default within the timeframe allowed,the non-defaulting party may, at its option
and in addition to any other remedies it may have available,cancel and terminate the Purchase
Order. Customer may immediately suspend a Purchase Order without advance notice in the
event Vendor fails to comply with confidentiality, privacy, security requirements,
environmental or safety laws or regulations, if such non-compliance materially relates to
vendor provision of goods or services to the Customer.
X. Appendix A, Section 11, Contract Enforcement, C. Force Majeure, is hereby restated in its
entirety as follows:
C. Force Majeure
DIR,Customer,Vendor or Order Fulfiller may be excused from performance under the Contract
for any period when performance is prevented as the result of an act of God, strike, war, civil
disturbance, epidemic, or court order, provided that the party experiencing the event of Force
Majeure has prudently and promptly acted to take any and all steps that are within the party's
control to ensure performance and to shorten the duration of the event of Force Majeure. The
party suffering an event of Force Majeure shall provide notice of the event to the other parties
when commercially reasonable. Subject to this provision, such non-performance shall not be
deemed a default or a ground for termination. However,a Customer may terminate a Purchase
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Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product
or services in a timely manner to meet the business needs of the Customer.
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This Contract is executed to be effective as of the date of last signature.
Cisco Systems, Inc.
Authorized By: Signature on File
Name: Jennifer Pate
Title: Authorized Signatory
Date: 6/29/2018
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker/Colleen Berkley, Procurement Director
On Behalf of Hershel Becker
Title: Chief Procurement Officer
Date: 7/3/2018
Office of General Counsel: Signature on File. 6/29/2018
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