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Contract 56412
CSC No.56412 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 —DIR-TSO-4135 Pricing Index; and 6. Exhibit D — Cooperative Agency Contract and Amendment (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 six million, nine hundred and thirty-four thousand Dollars ($6,934,000.00). 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 May 2, 2022 to coincide with the Cooperative Purchase Agreement. 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(Oct4,202110:45 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: Oct 4,2021 n APPROVAL RECOMMENDED: By: Bobby Lee(Oct 202115:26 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: Name: Taylor Paris Title: Assistant City Attorney By: CONTRACT Name: Ron Gonzales AUTHORIZATION: Title: Acting City Secretary 94nn M&C: 21-0753 9/28/21 q�4 �� pO�FORt*aa SELLER: ��.o°° o�ad 0 o gp-1 d dvo o=d World Wide Technology LLC. daa,�o nEXAo °° *�a ATTEST: a a Qa�nSo°p 1�t6Q By: By: Name: Gregory Brush Name: Title: Area VP Public Sector Title: Date: 9/21/2021 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 May 2, 2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). 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 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). 5.0 ORDERS 5.1 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. 5.2 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. 6.0 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. 7.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 8.0 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. 9.0 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. 10.0 INVOICES 10.1 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. 10.2 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. 10.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1st 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". 11.0 PRICE WARRANTY 11.1 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee,excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 12.0 PRODUCT WARRANTY To the extent Seller has not notified the Buyer otherwise, 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. 13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 13.1 The SELLER warrants that to its knowledge all Deliverables provided under a SOW, 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. 13.2 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; provided, however, SELLER shall have no obligation with respect to any infringement claim based upon (a) any use of the Deliverable that is not in accordance with SELLER's documentation; (b) any use of the Deliverable in combination with other products, equipment, software, or data not supplied by SELLER if such infringement would not have arisen but for such combination; or (c) any modification or alteration of the Deliverable by any person other than SELLER. 13.3 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 for which Seller is liable under Section 18.2,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 13.4 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. 13.5 Buyer agrees that it will not intentionally disclose or transmit to Seller any personal data (meaning any information relating to an identified or identifiable natural person directly or indirectly), protected health information, customer information or other structured personal information as defined by applicable data protection laws(collectively"Protected Data").If Buyer inadvertently provides Protected Data to Seller, it will promptly notify Seller, Seller will take commercially reasonably measures to secure such Protected Data. 14.0 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; provided, however, that nothing in this agreement will be construed to restrict, impair or deprive SELLER of any of its rights or proprietary interest in, and SELLER will own, its technology, products, skill sets, concepts, tools, general software libraries and their contents, know-how, techniques, and methods that existed prior to and independent of the performance of services under this agreement or which SELLER or a third party may have refined during the course of its performance 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. 15.0 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. 16.0 TERMINATION 16.1 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. 16.2 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. 16.3 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. 17.0 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. 18.0 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. 19.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 20.0 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. 21.0 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. 22.0 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. 23.0 LIABILITY AND INDEMNIFICATION. 23.1 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 GROSSLY NEGLIGENT ACT(S) OR OMISSION(S), WILLFULLMISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 23.2 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 PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'SBUSINESSAND ANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 24.0 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. 25.0 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. 26.0 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: Legal and Compliance 200 Texas Street 1 World Wide Way Fort Worth, TX 76102-6314 St. Louis, MO 63146 Facsimile: (817) 392-8654 , With copy to Fort Worth City With a copy to Jake Henne Attorney's Office at same address Jake.heene@wwt.com 27.0 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. 28.0 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. 29.0 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. 30.0 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. 31.0 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. 32.0 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. 33.0 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. 34.0 INSURANCE REQUIREMENTS 34.1 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. 34.2 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 SELLER has obtained all required insurance shall be delivered to the Buyer prior to SELLER 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. 34th Leg., Regular Session. OFFIC£USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, Rxehred by avandorwho has abusiness relationship as defined by Section 176.001(1-a)with a local governmental entity and thevendor meets requirements under Section 176.008(a). By law this questionnaire must be filed w ith the records administrator of the local governmental entity not later than the7th 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 rf the vendor knowingly violates Section 176.006. Local Government Gode.An offense under this section is a misdemeanor. t Name of vendorwho has a Business relationship with local governmental entity. 21H Check this box Ifyou are Ming an update to a previously filed quest€onnalne. {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 an emp€oyment or other business relationship as defined by Section 176001(1-a). Local Government{lode. Attach additional 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? Yes TTNo 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 � No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more? Yes P1 No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 b ird A, David A.Murphy(Aug 19,2 21 :43 CDT) Aug 19,2021 S?gnature of vendor doing business with the governmental entity L... 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Q. a Ln TA z W* O o H a aco ac0 ac0 H Z Z Z H 0 p f6 �n Ln } o 0) Ln E E E a, a, a, L O Q Q Q Q U U U 0) 0) Y m m C) C) m m CD � 3 3 3 c c c E E E a CL a a a a ° ° ° � � Lnv a a a L L L 0) 0 0 O U U U cLo cLo cLo _ _ Ln O •L •L •L •L •L •L U U U 4J 4J QJ n3 (O n3 v c m m aj 3 v 3 c c c c c c c c c c c c c c c c c c c c c c (a L L L L L L L L L L L L L L L L L L L L L L 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O o E a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 c N o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 c g o Ui o ui ui o Ui Ui o ui ui o Ui Ui o ui o ui Ui o Ui ui u o V N —A N —A —A N —A —A N .--I -A N .--I -A N .-A N .-A c A N .--I -A N C O i- T-4 a Q U G G i a a L C C C C C 0 CO O O O O O O O O O O O O iO a Q QQ QQQ QQQQO QQQ 0. 0. Q Q Q Q D D D 7 D Q D 7 Ln Ln Ln\ \ \ \ \ \ \ \ \ 4J \ \ \ \ Ln U C) U C) U 0) U V 0) U U C C C C C C L L L L L L L L C c 3 3 3 3 o •U � a-+ � O C O C ._ O C ._ O C ._ O C ._ 'm O C ._ O C ._ O 15 N N N m m N Fa m N m N F N N x 3 3 3 En � 3 En � 3 Enc co m � Eno � LAo \ \ O \ O \ O \ O 3 3 c o m o ? o � � o 0 0 � � o � o aj _ _ _ = Ln = = N = = N = _ Ln Ln Ln = = N = = N = Q. 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Q. a Ln TA z W* o p a aco aco aco aco � L 'L O O +� +� H } } Ln Ln 0 a a o o Ln Ln Ln Ln N N U U L L a a U U > > m m O c c 0 0 O O c c co co 3 3 3 3 o o C7 co co \ \ c c •co co c c io io io io `i H a a 3 3 \ \ o o > > a 'Q 3 3 Q Q \ \ v Q Q 0 n n n uo i i a •Q p p Q- Q o o c c N N > > > c c c c > > Q Q Ln Ln > > D D D D c c > > > > Ln Ln Ln +� +� > > x x > > > > O O Ln Ln i i i i > > L L L L co co co — — U U O c L L L L U U co co > > > > U U LU U U U U Z Z Z *' *' \ \ c c U U U U c'Jo c'Jo i i c c c c a a a co co Y Y co co c c c c +� +� c c c c Ln Ln Ln �n > > > > > > o o uU uU a a Ln Ln Ln Ln Ln Ln Ln Ln > > Q Q Q Q uU uU C m Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln m le L Lle Lle Lle Lle Lle Lle Lle Lle le z z z z z z z z z z 3 Q Q Q Q Q Q Q Q Q Q C L L L L L L L L L L L L L L L L o O O O o 0 0 0 0 0 1 1 1 1 1 1 1 1 1 GJ 4- E o o " m o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 � � � � � � � � � � C O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O U 0O O O O O O O O O O O O c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I c-I V _ N C O TA a Q U � 7 i 'a O E O CL a a D p L Q O O O O O O O O Q Q Q Q Q Q Q Q Q Q x VI 7 7 7 7 7 7 7 7 \QJ Q } QJ QJ Q a N N N N N N N N VI 'a Q L }, U U Q L \ \ \ \ \ \ \ \ \ p L p 4J 4J 4J 4J 4J 4J 4J 4J U 4J C > 7 Q p C C > 7 U U U U U U U U C U N Q Q c6 c6 > N Q C " C " C " C " C " C " C " C M " C \ C C \ Q L (6 (6 (6 (6 (6 (6 (6 (6 C (6 2 C + 2 C C C C C C C C C C O .— O .— O .— O .— O .— O .— O .— O .— co O .— O x a a L L 3 3 cn 3 cn 3 cn 3 cn 3 cn 3 3 N 3 3 3 t t U U \ \ \ \ \ \ \ \ \ 'a +' U +' U U U 0) 0) �' U �' U L L L L L L L L L z V z (A a a J J z z �° �° Q. Q. a Ln TA z W* o p a tLo tLo 0 0 u o o c c c c 0LLI O O 3 3 0) 0) 7 7 7 7 7 7 7 7 C C •N •N 0 0 O o C C N N c c U U co co co co '+— '+� O O 0 L L L L L L L L C C L L Gp too C7 cpo cpo cpo cpo co co co co co co co co 3 3 \ \ > > LL L C C '� w - - - - 3 3 3 3 3 3 3 3 f6 f6 > > \ \ o O +� +� a fl- fl- Q Q O O O O O O O O � \ \ d d >- i Q Q = = 0 0 E E 3 3 U U 0) 0) >. >- U- U- > > > > > > > > > > > > co co > > % % +� +� N N > > L L _ _ +) 'L 'L 'L 'L 'L 'L 'L 'L 'L 'L 'L 'L N N N N > > — — U U C C •in •in Z3 Z3 ._ ._ ._ ._ ._ ._ co co co co N w w 3 3 L L QJ QJ QJ QJ QJ QJ QJ QJ QJ QJuuuuuuuuu QJ QJ C C C C C C (6 (6 (6 (6 Y Y L L Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln � a a a a a a o 0 0 o w w a a _ C m m 3 v w C C C C C C C C C C C C C C C C C C C C C a a a a a a CL � � m GJ 4- E o 0 o a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln U p C I c I c I c I c I c I c I c I c I c I c I r I INlD lD lD lD lD N lD lD lD lD lD N lD lD lD lD lD U V N N N N C O TA a C vvi 5 Ol � 'a v U U U -Ne Q a _ _ _ coo M> c'Ja M m L L p L L L .� O U .� > O U .� O U �- a a a a a a N >� N 3 a N >� N 3 a N >�> N 3 a Q Q D Q Q Q > N �; w > N �; w > N �; u, X 7 7 Ln 7 7 7 M N m z VI M Ln m z VI M Ln m z VI \ \ \ \ \ VI U a, a, VI U aJ aJ ; Ln a, a, U a, a, a, U U a-.+ J U U U U a-.+ J U U U U a J U U C U U C U U U �� m C C m C C m C C c c m U m m U m mu m m dA m f6 m m c L L c c L L C: C: L L C: C: o +� +� c +� +� � 3 3 co m c c > 3 m m c c 3 3 m m c c N C o o co o o O 3 3 co 'co 3 3 'o 'o 3 3 o co 0 of m of O O Oo o o O + + a m m m m m o 0 0 o O O L L m m L L L E � m m E Ln Ln m m E m m U m m L L m m m i L L i L L i L L m m m m m m m m m m m x L > L > L > L > L > Ln m > m > p p m > m > m > o o p p 0 0 p p c O O O O 2 2 2 2 vI vI 2 2 2 2 2 2 M O 2 2 vI vI M O 2 2 vI vI M O 2 2 vI vI Q Q a Ln TA z W* 0 o H a amo amo H 0 p C c c } E E a, a, `n `n E E . 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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 World Wide Technology, Inc. (hereinafter "Vendor"), with its principal place of business at 60 Weldon Parkway, Maryland Heights, Missouri 63043. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-247, on 5/23/2016, for Information Technology Security (ITS) Hardware,Software and Related Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-247 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-247, including all addenda; and Exhibit 2, DIR-TSO-TMP-247, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract,then Appendix A,then Appendix B,then Appendix C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict,the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be one (1) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term,the contract will renewautomatically in one (1)year increments for three (3) additional years under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew.Additionally,the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. Department of Information Resources Page 1 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4135 Vendor Contract No. 3. Product and Service Offerings A. Products Products available under this Contract are limited to for Information Technology Security(ITS) Hardware, Software and Related Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited for Information Technology Security (ITS) Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.13 above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A,Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 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 three quarters 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. 6) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly A Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 15" St., Suite 1300 Austin,Texas 78701 Phone: (512) 475-1647 Facsimile: (512)475-4759 Email: kelly.parker@dir.texas.gov Department of Information Resources Page 2 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4135 Vendor Contract No. If sent to the Vendor: Todd Williams Account Manager World Wide Technology, Inc. 60 Weldon Parkway Maryland Heights, Missouri 63043 Phone: ( 512) 508-0952 Email:todd.williams@wwt.com 7. License and Service Agreements A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract,and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not [without prior written agreement from Customer's authorized signatory,] require any document that: 1)diminishes the rights, benefits,or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or Department of Information Resources Page 3 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4135 Vendor Contract No. obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract,which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. 8. Authorized Exceptions to Appendix A,Standard Terms and Conditions for Product and Related Services Contracts. Appendix A, Section 5, Intellectual Property is hereby deleted and replaced in its entirety as follows: This contract does not contemplate,authorize or support acquisition of custom software products or services. If Vendor and Customer seek to contract for such product or service,they must use a separate contract or seek amendment with DIR of this contract. If DIR and Vendor decide to authorize customized software or hardware products;then the intellectual property language will be negotiated and applied. Department of Information Resources Page 4 of 5 (DIR rev 03/2018) DIR Contract No. DIR-TSO-4135 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. World Wide Technology, Inc. Authorized By: Signature on File Name: Jim Mazzio Title: Vice President Date: 4/26/2018 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 5/2/2018 Office of General Counsel: Signature on File Date: 5/1/2018 Department of Information Resources Page 5 of 5 (DIR rev 03/2018) Amendment Number 1 to Contract Number DIR-TSO-4135 between State of Texas,acting by and through the Department of Information Resources and World Wide Technology, LLC This Amendment Number 1 to Contract Number DIR-TSO-4135 ("Contract") is between the Department of Information Resources ("DIR") and World Wide Technology, LLC, formerly World Wide Technology, Inc. ("Vendor"). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. DIR acknowledges the name change to World Wide Technology, LLC formerly World Wide Technology, Inc. with its principal place of business at 1 World Wide Way, St. Louis, Missouri 63146. Effective date of change is July 23, 2018. DIR agrees to change all contract files hereafter to World Wide Technology, LLC. 2. World Wide Technology, LLC hereby agrees to perform all duties and obligations to be performed by Vendor under Contract DIR-TSO-4135 to the same extent as if it had been an original party thereto. 3. World Wide Technology, LLC also represents that it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledges the Contract may be terminated and payment withheld if this certification is inaccurate. 4. World Wide Technology, LLC hereby represents it is authorized to do business in the State of Texas and is in good standing with the Comptroller of Public Accounts. 5. Contract, Introduction,A. Parties is hereby restated as follows: A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and World Wide Technology, LLC (hereinafter "Vendor"), with its principal place of business at 1 World Wide Way, St. Louis, Missouri 63146. 6. Contract, Section 2.Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through May 2, 2020, or until terminated pursuant to the termination clauses contained in the Contract. The contract will renew automatically in one-year increments for two (2) additional years 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 Amendment 1 Contract DIR-TSO-4135 rev.10/2017 Page 1 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. 7. Contract,Section 6, Notification, is hereby restated in its entirety as follows: All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 West 15th Street, Suite 1300 Austin,Texas 78701 Phone: 512-475-4700 Facsimile: 512-475-4759 Email: kelly.parker@dir.texas.gov If sent to the Vendor: Carol Harting Business Development ISLED World Wide Technology, LLC 1 World Wide Way St. Louis, Missouri 63146 Phone: (314) 995-6103 Email: carol.harting@wwt.com 8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related Services Contracts. Appendix A, Section 5, Intellectual Property is hereby deleted and replaced in its entirety as follows: This contract does not contemplate, authorize or support acquisition of custom software products or services. If Vendor and Customer seek to contract for such product or service, they must use a separate contract or seek amendment with DIR of this contract. If DIR and Vendor decide to authorize customized software or hardware products;then the intellectual property language will be negotiated and applied. 9. Appendix C — Pricing Index is hereby restated in its entirety and replaced with Appendix C- Pricing Index attached hereto. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions,the order of precedence shall be this Amendment Number 1 and then the Contract. Amendment 1 Contract DIR-TSO-4135 rev.10/2017 Page 2 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than May 2, 2019. World Wide Technology, LLC Authorized By: Signature on file Name: Greg Brush Title: APV— Public Sector Program Date: 6/19/2019 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on file Name: Hershel Becker Title: Chief Procurement Officer Date: 6/20/2019 Office of General Counsel: Mark Howard 6/19/2019 Amendment 1 Contract DIR-TSO-4135 rev.10/2017 Page 3 City of Fort Worth, Texas Mayor and Council Communication DATE: 09/28/21 M&C FILE NUMBER: M&C 21-0753 LOG NAME: 13PINFRASTRUCTURE MULTI-COOP ITS ADK SUBJECT (ALL)Authorize Non-Exclusive Purchase Agreements for Information Technology Infrastructure,with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, Future Com, LTD., and World Wide Technology LLC using Multiple State of Texas Department of Information Resources(DIR)and The Interlocal Purchasing System Cooperative Contracts(TIPS)with a Combined Annual Amount up to$6,934,000.00, and Five One-Year Renewal Options with DIR in the Amount of$5,534,000.00 for the First Renewal, $5,184,000.00 for the Second Renewal, $4,434,000.00 for the Remainder Renewals and Two One-Year Renewal Options for TIPS and Ratify Expenditures in the Amount of$70,200.00 for the Information Technology Solutions Department(ITS) RECOMMENDATION: It is recommended to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, Future Com, LTD., and World Wide Technology LLC using Multiple State of Texas Department of Information Resources(DIR)and The Interlocal Purchasing System Cooperative Contracts(TIPS)with a combined annual amount up to $6,934,000.00, and Five one-year renewal options with DIR in the amount of$5,534,000.00 for the first renewal, $5,184,000.00 for the second renewal, $4,434,000.00 for the remainder renewals and two one-year renewal options for TIPS and ratify expenditures in the amount of $70,200.00 for the Information Technology Solutions Department(ITS). DISCUSSION: The Information Technology Solutions Department(ITS)will use these agreements to purchase equipment and services from Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, Future Com., LTD and World Wide Technology LLC.to support the City's information technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage,virtual desktop environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached the end of life cycle as well as new projects for City departments using the following cooperative contracts: Vendor Co-op Expiration RFO Published Responses Due Date DIR-TSO- WWT 4135 5/2/2022 5/23/2016 6/23/2016 WWT, Presidio, DIR-TSO- Netsync 4167 7/3/2023 12/20/2017 2/5/2018 WWT, Presidio, DIR-TSO- Netsync 3763 1/10/2024 9/12/2016 10/13/2016 WWT, Presidio, DIR-TSO- Netsync 4299 12/17/2023 3/20/2018 5/4/2018 DIR-TSO- WWT, Future Com 4160 10/2/2024 1/12/2018 2/26/2018 DIR-TSO- Presidio, Future Com 4288 2/21/2025 2/26/2018 4/9/2018 Future Com TIPS 200105 5/31/2023 1/9/2020 2/21/2020 On September 15, 2020, City Council approved M&C 20-0650 authorizing similar agreements for information technology infrastructure purchases. Due to unanticipated projects related to COVID and a new City Hall additional spending authority is being requested. To avoid any confusion, approval of this M&C will eliminate prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123, 19-0270 and 20-0650. In the previous years,the Information Technology Solutions Department spent approximately$1.7 million in authorized expenditures out of the operating and capital fund. Approval of this M&C will allow a total of$6,934,000.00 in expenditures for the initial year, $5,534,000.00 for the first renewal, $5,184,000.00 for the second renewal, $4,434,000.00 for the remainder renewals for projects such as safety and security, new building projects, building upgrades, building renovations and building expansion projects. Staff anticipate additional needs with the purchase of a new City Hall building and the technology upgrade project at the Fort Worth Convention Center. These agreements and spending authority will be made available to Radio Services, Desktop, Hardware and Security divisions to purchase hardware and software for City departments as requested. It is requested that City Council ratify expenditures in the amount of$70,200.00. In anticipation of a new M&C, ITS staff executed a contract with Word Wide Technology LLC in the amount of$70,200.00. This expenditure was for professional services needed to upgrade our Unified Communications platforms. The platform was overdue for security and performance updates and there was limited in house experience. The quick turnaround was based on FY21 operational spend timelines. ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10%of the business. No specific contract amount is guaranteed. PRICE ANALYSIS-The Texas Department of Information Resources Contracts(DIR)and The Interlocal Purchasing System Cooperative Contracts offer discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE-State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR and TIPS Contracts are competitively bid to increase and simplify the purchasing power of government entities. M/WBE- An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SUCCESSOR LANGUAGE: The City will initially use these DIR Contracts to make purchases authorized by this M&C. The Cooperative Contracts are set to expire on various dates. If the DIR contracts are extended,this M&C authorizes the City to purchase similar equipment and supplies under the extended contract. If the DIR contracts are not extended, but DIR executes new cooperative contracts with substantially similar terms,this M&C authorizes the City to purchase the same equipment and supplies under the new DIR contracts. If this occurs, in no event will the City continue to purchase goods and services under the new DIR agreements past 2026 without seeking Council approval. AGREEMENT TERM: Upon City Council's approval,these agreements will be executed and continue for a term of 12 months in accordance with approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL TERMS-The Texas Department of Information Resources Contracts(DIR)Agreement may be renewed annually for five(5)one-year terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual amount. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the ITS Capital&Culture&Tourism Cap Projects Funds for the Technology Infrastructure-IT&Technology SCN FWCC projects and the General Fund to support the approval of the above recommendation and exection of the purchase agreements. Prior to any expenditure being incurred,the Information Technology Services Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Jay Chapa 5804 Valerie Washington 6192 Originating Business Unit Head: Reginald Zeno 8517 Kevin Gunn 2015 Additional Information Contact: Cynthia Garcia 8525 Ashley Kadva 2047 Expedited