The URL can be used to link to this page

Home My WebLink AboutContract 56756 CSC No.56756 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Archive Supplies, Inc. ("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—Texas Department of Information Resources DIR-TSD-4159; and 6. Exhibit D—Price List 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—DIR-TSO-4159, then Exhibit A—City's Terms and Conditions shall control, but only to the extent allowable under the DIR-TSD-4159. 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 not exceed One Hundred Thousand and 00/100 dollars($100,000.00). 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 September 28, 2022,to coincide with the Cooperative Purchase Agreement. Buyer shall be able to renew this agreement for two 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 Cooperative Purchase Page t of IS CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: Valerie washin ton By signing I acknowledge that I am the.person 13y: Valerie Washington(Nov 3 ,202110:21 CST) responsible for the m oni taring and adm i n istrati on Name- Valerie Washington of this contract, including ensuring'all performance Title: Assistant City Manager and reporting requirements. Date: Nov 30,2021 APPROVAL RECOMMENDED.- By: Alex Varghese(Nov 22,202116:03 CST) Name:.Alex 1larghese Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY:. Name. Kevin Gunn pa4�ann�� Title: IT Solutions Director od,olio*�P. o4'0,ATTE:ST: By: duoo=d Name:Taylor Paris d0a* o °° pia Title: Assistant City Attorney Q�b nEXAso�'G .�.tl�'� �D1 By: CONTRACT AUTHORIZATION: Name: Ron Gonzales M&C: NIA Title: Acting City Secretary SELLER: Vendor ATTEST: By: ' By' - ame:. it Name: Tit] O�� Title: Date, OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Cooperative Purchase. Pagel of 1.8 Exhihit.A CITY .OF FORT WORTI-I, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. Termination. 1,1. Convenience.Either the City or Vendor may terminate..this Agreement at any time and for any reason byprov iding the other party with 30 days written notice of termination. 1.2: Breach, If either-party commits a material breach of this Agreement; tlie..non-breaching Party must give written notice to..the breaching party that describes the breach in reasonable detail. The breaching party mUst cure the breach ten(l Q)calendar days after receipt of notice fi-om.the non-breaching party,or other time frame as agreed to by the parties. lfthe breaching party fails to cure the breach within the stated period of time,the non-breaching party may,in its sale discretion,and without prejudice to any other right.under this Agreement,law.,or equity, iininediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Oat. In the event no fiends or insufficient Rinds are appropriated by the City in any fiscal period for any payments due hereunder,the.City w.il l.notify Vendor 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 the City of any kind whatsoever. except as to the portions of the Payments.herein agreed upon for which funds have been appropriated.. 1.4. Duties and Obligations of the Parties. In the.event thatthis Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services.requested by the City and in accordance, with this Agreement up to the. effective date of termination, Upon termination of this Agreement for any reason, Vendor .shall provide the City with copies :of all completed or partially completed.documents:prepared under this Agreement,. In the event Vendor has received access to City information or data as a requirement to perfortn.services hereunder; Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest:related.to Vendor's services under this Agreement.In the event that any conflicts.of interest arise.after the EtTective Date of this.Agreement, Vendor hereby. agrees immediately to make full disclosure to the City in writing. 2.2, Conidential Inforinatiom The .City acknowledges. that Vendor may .use products, triaterials, or methodologies proprietary to Vendor.The.City agrees that Vendor's provision of services under this Agreement shall not be grounds .for the City to have or obtain any rights in such proprietary products,materials.or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and:its officers, agents and employees; agrees that..it shall treat all information provided to it by the City(`°.City f nformation")as confidential and shall not discfose.any such information to.a third.party without the prior written approval of:the City. 2.3. Public lnformation.Act. City is a government entity under the laws.ofthe State of Texas and all documents.held or maintained by City are subject to disclosure under the Texas Public Information Act.In the.event there is a request for information marked Confidential or Proprietary,.City shall promptly Cooperative Purchase. Page 3 of IS notify Seller. It: will be the responsibility of Seller to submit reasons objecting to disclosure: A determination oil whether smhxeasons are sufl•icient will not be decided by City, But by the Office of the Attorney General.of the State..of Texas or by a court.of.co.rnpetent_jurisdiction. 2.4. Unauthorized Access: Vendor shail..:stor..e and maintain City Information in a secure unanner and shall not allow unauthorized users to access, modify, delete or :otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security.or integrity of any City information has been compromised or is believed to.have been compromised, in which.event,Vendor shall,in good faith;use all commercially reasonable efforts to cooperate with the City 1nidentifying what information has been accessed by unauthorized means and. shall fully cooperate with the City to-protect such information from further unauthorized disclosure. 1 Right-to Audit. 11. Vendor agrees:that the City shall,until the expiration of three(3).years after final payment under this Agreement, haw access to.and the right to examine at reasonable times.,any directly pertinent books,:documents,.papers and records of the.Vendor involving transactions rel.ating.to this.Agreernent at no additional cost to the City.Vendor agrees that.the.CityshalI have access.during normal working hours to.all necessary Vendor facilities and shall be.provid .d adequate and appropriate workspace in.order to: conduct audits irt.cornpliance With the provisions of this section. The.City shall give Vendor not.less.than iD days written notice of any intended audits.. 3.2. Vendor further agrees to include in all its.subcontractor agreements hereunder a provision to the effect that the.subcontractor agrees that the.City.shall, until expiration of three.(3)years.after final .payment of the subcontract, have access to and the.right to exam..ine at reasonable times any directly pertinent nooks, documents, papers and records of such subcontractor involving transactions related to. the subcontract,and.further that City shall have access during normal working hours to all subcontractor facilities. and shall be provided .adequate and appropriate work space in order to conduct audits in compliance with the provisions,.of this. paragraph. City shall give subcontractor not less:than lQ days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an. independent contractor as to a I I rights and privileges granted herein,and.not as agent,representative or employee. of the City, Subject to and in accordance with the conditions and provisions.of this Agreement,Vendor shall have the.exclusive right to control the details of its operations and activities and be solely responsible for the acts.and omissions of its officers,agents;servants,employees, contractors and subcontractors.Vendor acknow.l.edges:that the doctrine of re:spor7deat superior shall not. apply .as between the City; its officers, agents. servants and employees,..and Vendor, its officers, agents, employees; servants,contractom and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City. and. Vendor.It is.further understood that the City shall in no way be consl dered a Co-einpinyer or a Joint employer of Vendor or.any:officers.,agents,servants„employees or subcontractors of Vendor..Neither Vendor,nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits.from the City.Vendor.shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers;agents,servants,.employees or subcontractors. 5. LIABILITY AND INDIGMNIFICATION. 5.1. LIABILITY VENDOR.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) Cooperative Purchase Page 4of 18 OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT.OF VENDOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION. - VENDOR HEREBY COVENANTS. AND AGREES TO INDEMNIFY, HOLD .HARMLESS AND DEFEND THE CITY, 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 (INCLUDINGALLEGED DAMAGE O.RLOSS TO BUSINESS, .AND.ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT;TO THE EXTENT CAUSED BY THE ACTS.OR OMISSIONS.OF VENDOR,ITS OFFICERS,AGENTS,SUBCONTRACTORS, SERVANTS OR EMPLOYEES. 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. 5.3.1. The Vendor 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 SC.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. 5:3.2.. Vendor.shall be liable and responsible for.aiiy.aud xll claims made against the City 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 City'.s continued use of the Deliverable(s)hereunder. 563.3: Vendor agrees to indemnify, defend,. settle, or pay, at its own cost and expense, including the payment of attorney's fees.,any claim or action against the City for infringement.of any patent,.copyright;..trade mark, service .mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof, in accordance with tbis.Agreement, it being understood that:this.agreement to indemnify; defend,.settle.or pay'shall .not apply if the City modifies or misuses the Deliverable(s).5o long as Vendor bears.the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor'shall have the right to conduct the defense of any such claim or action and all negotiations .for its settlement or compromise and to. settle or compromise.any such claim; however; City shall.have the right to frilly participate in any and all such settlement, negotiations,or lawsuit as necessary to protect the City's interest, and.City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility for payment of costs and.expenses for anyclaim or action brought against the City for infringement arising under this Agreement;the City shall have the sole rightto.conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give.Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,.the City's ass.nmption.of payment of costs or expenses shall.not eliminate Whilor's duty to indemnify the City under this.Agreement. If the.Deliverable(s), or any part thereof, is held to infringe and the use Cooperative Purchase Page 5.0f.Is, thereof is enjoined or restrained or,if as a result of a settlement or compromise,such.use is materially adversely restricted.,Vendor shall,at its own expense and as City's sole remedy, either:.(a.)procure for City the right to continue to.use.the Deliverable(s).;..or(b)modify the Deliverable(s) to make them/it non-infringing, provided. that such modification does not materially adversely affect City's authorized use of the Deliverable(s);.or (c) replace.the Deliverable.(s)with equally suitable,compatible,and functionally equivalentnon4afringing Deliverable(s)at no additional charge.to City;or.(d)if none of.the foregoing alternatives is reasonably a-vailable to Vendor, terminate this.Agreemen t, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and.all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH:IN SECTION 10 OF THIS AGREEMENT 6. Assignment and Subcontractinj 6.1. Vendor shall not assign or subcontract.any of its duties; obligations or rights under this .Agreement without the prior written consent:of the City, If the City grants consent to an assignment,the ass igszee shall execute a Written agreement with the City and.the.Vendor tinder which the assignee agrees to.be bound by the duties and obligations of Vendor under this Agreement.The Vendor.and assignee shall be jointly Iiable for all obligations under this Agreement prior to the assignment. if the City grants consent to a subcontract,.the subcontractor shalt.execute a written agreement with the Vendor.referencing this Agreement.under which the subcontractor shall agree to be bound by the duties and obligations:of the Vendor under thisAgreernent as such duties and obligations may apply.The Vendor shall provide.the City with afully executed copy of any such subcontract. 7. Insurance, 7.1. The Vendor shall.carrythe following.insurance coverage with a company that is licensed to do business.in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1..t:1.Coir biined limit of not less.than $2900000 per occurrence; $4,0.00,0.00 aggregate;or 7.1.1.2. Coinbined.limit of not less than$1,000;004 per occurrence; $2,000,0:00 aggregate And Umbrella_Coverage in the amount of$4.,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage For personal and advertising. inj.uty. 7.1.1:3. Defense costs shall be outside the limits of liability: 7.1..2. Automobile Liability Insurance covering any vehicle used in providing services under.this.Agreement,.including owned,non-owned,.or hired vehicles,with a combined limit:of trot less than$I.000;004 per occurrence.. 7.1.3. Professional Liability (Errors & Ciriissions) in the amount 6f.$1,000,000 per claim and$1,000,000 aggregate limit. TIA Stat.K.Pry Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. Cooperative Purchase Page 6 of l8 7A.5. 'Technology Liability(]errors& Omissions) 7.1.5.1.. Combined limit of not less.than $2.000,0,00.per occurrence., $4rnillion aggregate or 7.1.5.2. Combined Iiinit.of not less.than$1,000,000 per occurrence; $2,000;000 aggregate and :Umbrella Coverage:in the amount of$4,000,000. Umbrella..policy shall contain a follow-farm provision and shall include coverage for personal and advertising injury. The umbrella policy .shall.cover amounts.for any claims not covered by the primary Technology Liability policy.Defense:costs shall be outside the IimIts-of.liability. 7.1.5.3..Coverage shall include,but not.be.limited.to,the following: 7.1.5.3.1. Failure to prevent unauthorized-access 7.1.5..3.2. Unauthorized disclosure of information; 7.1.53.3.. implantation.of malicious code or.cnmputer virus; 7.1.:5..3.4. fraud: Dishonest or intentional .Acts with final adjudication language; 7.1.5.3.5. Intellectual Property infringement coverage, specifically i nel uding.coverage for intellectual property.infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against.the City for use of Deliverables; Software.or Services provided by Vendor under this Agreement; 7.1..5:3:6. Technology coverage may be provided through an- endorsement to. the Commercial General Liability (CGL) policy; .a separate policy specific to Technology F&O,or ari umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable.if coverage meets all other requirements.Technology coverage.shall be written to indicate that legal costsand fees are considered outside of the.policy limits and shall noterodeiimits. Of liability. Any deductible will be the sole responsibility.ofthe Vendor and may not exceed$50,00.0 without.the written approval of the City. Coverage:shal I be� claims-made;with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement. and For two (2) years following completion of services. provided. An annual Certificate of insurance, nr a full copy of the policy if requested,shal I be submitted to the City to evidence:coverage.; and 7.1:�.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thcreotvas its interests may appear. The term City shall include its employees, officers. officials, agents,and volilnteers in respect to the contracted services. Cooperative Purchase Page Tof 1$^M w 7.2:2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery).in favor of the City of Fort Worth. 7.u..3. A mininiutn of Thirty.(30)days' notice of cancellation or reduction.in limits of coverage..shall be provided to the City.. Ten (ld.)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk.Manager.-City of Fort Worth, 1000 Throckmorton, Fort.Worth.Texas 76102, with copies to the City Attorney at the same address. 72.4.. The insurers.for all policies must be licensed and/or approved to.do.business in the State.of Texas. Ali insurers must have a minimum.rating of.A=VI I 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. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a.waiver of the insurancerequirement. 7.2:6. Certificates of Insurance evidencing that the Vendor.has obtained all required insurance.shall lie delivered to and approved by the City's Risk Management.Division prior to: execution of this Agreement. 8. Compliance with Laws,_Ordinances._Rules_and Rep Vendor agrees to comply with all applicable. federal, state and local laws:, :ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws; ordinances, rules or regulations., Vendor shall irninedlateiy desist from and correct the violation. 9. Non-Discrimination Covenant. VVendor, for itself,. its. personal representatives, ,assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not 'discriminate. in the treatment or employment of any. individual or group of individuals on any oasis prohibited by law: If:any claim:arises.from an alleged violation of this non-discrimination covenant by Vendor,its personal representatives;assigns,subcontractors Or successors in interest;Vendor agrees to assume.such IiabiIity and to indemn. ify and defend the City and hold the City harmless from such claim. 10. Notices. 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 confirinatiOn of the transmission,or(3)received by the other party by United States Mail, registered,return receipt requested,addressed as follows: TO THE.C1TY., TO VENDOR: City of:Fort Worth Archive Supplies.Inc. Ann:Assistant City Manager Attn. Courtney Shook 200 Texas:Street 8925 Sterling St. Fort Worth TX 76102 lr�ing.TX:15063 Facsimile:(817)392-6.134 Facsimile: (972)823-4050 With Copy to the City Attorney at same address Cooperative Purchase. Page..8 of 18 1 1. Solicitation of Employees: Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after Its termination; solicit for employment or employ, whether as employee or independent contractor,=y person who is or has..been employed by the other during the term of this Agreement, without the:.prior written consent of the person's employer. This provision shall. not apply to'an employee who.responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of thisAgreement.the City does not waive or surrender any of.'its governmental powers. 13. No Waiver.. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement_or to exercise any right granted herein shall not.constitute a waiver of the C.ity's.or Vendor's respective right,to insist upon.appropriateperformanc.e or to assert any such right oil any future occasion. 14. Governing Law and Venue. This.Agreement shall be construed in accordance with the laws of the State .of Texas. If any action, whether real:or asserted, at law or in equity; is brought on the basis of this Agreement, venue for.such action shall lie in state courts located in Tarrant.County, Texas.or the United States ❑istrict.Court for the.Northern.D.istrict of Texas, Fort Worth Division. I5. Severability. If.any provision of this Agreement is field to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any Way be affected or impaired. 16, Force Maleure. The City and Vendor.shall exercise their best efforts to. meet their respective duties and obligations as set forth in.this.Agreement; but shall not be held. liable for any delay or omission in performance due to force.inajeure.or.other causes.beyond.their reasonable.controI (force majeure), including,but not limited to, compliance with any government law, ordinance or regulation,.acts. of God, acts .of tine public enemy, fires, strikes., lockouts, natural.disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings_Not_Controlling. Head ings.and titles used in this:Agreement are tor reference.purposes only and.shall not be deemed a part of this Agreement.. is. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal.rules of construction to the effect.that any ambiguities.are to be.resolved against the drafting party shall not be.employed in the interpretation.ofthis Agreement or exhibits.hereto.. 1.9. Amendments, No.amendment of this Agreement shall be binding upon a.party hereto unless such amendment is set.forth in a written instrument,and duly ehecuted by an authorized representative of each party. ya. Entifety ,of Agreement: This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the:entire understanding and agreement between the City and Vendor, their assigns and successors.in .interest, as to the matters contained .herein, Any prior or contemporaneous.oral or written.agreement is hereby declared .null. and void to the.extent in conflict with any provision of this Agreement.. 21., Counterparts. ThisAgreeinent maybe cxecuted in one or more.counterparts and each counterpart shal I, for all purposes,.be deemed an original,but ail such.counterparts shall together constitute.one and the same. instrument.. An executed Agreement, modification, amendment, :or separate signature page:shall constitute a duplicate if it is transmitted through electronic.means,'such as fax Or e�.rriaiL and reflects the signing of the. document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Cooperative Purchase. Page.9 of 18 22. Warranty. of Services. Vendor warrants that its services will be of:a.profess.iopal quality.and conform to generally prevailing industry standards. City must give written notice-of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either(a)use commercially reasonable efforts to re-.perforin the serv.ices,ia a inanner that conforms with the warranty,.or(b)refund the:fees paid by the City to Vendor for the nonconfoaning services. 23. Network Access. 23.1. City Network Access. I.f Vendor,.and/or any of its employees, officers, agents, servants or-subcontractors.(:for purposes ofthis.section"Vendor Personnel"),requires access to the City'.s computer network in order to.provide the services herein, Vendor. shall execute:and comply a Network Access Agreement. 23.2. .Federal Law Enforcement Database Access.If Vendor,or any Vendor Personnel;requires access to any federal law enforcement database or.any federal criminaLhistory record information system, including but notlimited.to.l~ingerprint Identification Records...Systern(".FIRS"),.Interstate Identification. Index System.("111 System"),National Crime.Informati.an Center("NC IC")of National Fingerprint.File ("NFF');or Texas Law Enforcement.Telecommunications Systems("TLETS")a that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), :far the purpose of providing services for the administration of crirninai_justice as defined therein on behalf of the City orthe.Fort Worth Police Department, under this Agreement, Vendor:sltal1.coinp:ly with.the Criminal Justice Information Services Security Policy and CFR Part 20,as amended, and shall separately execute the Federal Bureau. of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,or amendments.shall be made to.the Security Addendum.The docmnent must be executed as is,.and as approved by the Texas.Department of Public:5afety:and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the.. identity and employment eligibility of its. employees who perform work under this Agreement, including completing. the Employment Eligibility Verification Form (1.79). Upon request by City; Vendor .shall provide.City with copies.of all I-9 forms and supporting eligibility documentation for each.einployee who performs work under.this Agreement. Vendor.shall adliere to all Federal and State laws.as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to.perform such services. VENDOR. SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES; LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES.City, upon written notice.to Vendor, shall have the right to immediately.terminate this Agreement for v.iolations.of this provision by Vendor.. 25. Inforinal_Dispute Resolution. Except in.the event of termination pursuant to Section 4.2, if either City or Vendor 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 parry in writing as soon 8 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 commence the resolution Process.and.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(6.0)days of the date.of receipt of the notice of the dispute,then the parties may submit the matter to non-b.inding.mWiation in Tarrant.County,Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the.American Arbitration Association or other appiicable rules governing mediation then in effect.The mediator stealI be agreed to by the parties.Each party shall be liable for its own.expenses;including attorney's fees;however, the parties shall share equally in the costs. of the mediation. If the parties cannot resolve the dispute through Cooperative Purchase. Page 10 of IS mediation, then.either party shall have the right to exercise any and all remedies available under law regarding the dispute: Notwithstanding,the.fact that.the parties may be attempting to.resolve a dispLite in:accordance with.this informal dispute resolution process, the parties agree to continue without delay all of their respective duties:and obligations tinder this Agree irient not.affected..by the dispute. Eittier party may, before or dgr.ing tile.exercise of the informal dispute resolution. process set forth herein, apply to a court leaving jurisdiction for a temporary restraining nrder:or preliminary injunction where such relief is.necessary to protect its interests: 26. No Boycott of Israel. I F Vendor has fewer than. 10 employees or the Agreement is.far less than $.100,000., this section does not apply. Vendor acknowledges that in accordance with Chapter 227G of the Texas Gover ment Code. City 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: (l).does not boycott Israel;.and (2)will not boycott Israel during the tenn of the contract. The terms"boycott.lsrael"and"company"shall.have.the.meanings ascribed to those terms in Section 808A01 of the Texas Government Code. By.signing this Addendum, Kendor c01'4f%es that Vendw-s.signalure provides written vel'ification to Cit!,that P'Ondor: (7)does not boycott Israel;and (2).will not boycott Israel drir•w the term oftlze Agreement, 27. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas:Government Code, as added.by Acts.2021., 8Ui Leg.,.R.S., SR 13, §.2,the City is prohibited from.entering into.a.contract for goods or:services that has a value of$7 00,000 or more. that is to be paid wholly or partly.fronn.puol.ic funds of the City wiIli a .company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1)does not boycott energy companies;and (2)will not boycott energy companies during the.terjn of the Contract. The terms"boycott'energy company and "company"have the meaning ascribed.to those terms by Chapter 2274 of the Texas Government Code,as added by Acts:2021,87th Leg., R.S.,S.13..t3, §2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing :tlri.s Agreement,. Vendor .certifies that Vendor's signature provides written. verification to the City that Vendor: (1) does not boycott.energy companies; and (2) will not boycott energy companies during the term of this Agreement. 28.. Prohibition on _Discrimination Against Firearm and Ammunition Industries. Vendor acknowleddges that except as.otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021,.87th Leg.,R.S., S.B.. 1.9, § 1,the City is prohibited from entering into a.contract for goods or services that:has a.value of$100,000.or more that.is .to be paid wholly or partly from public.funds of the City with a company With 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance., or directive that discriminates against a.firearm.entity or. firearm trade association; and:t2) w.ill:not discriminate during the term of the contract against a firearm entity or firearm trade association... The terms "discriminate," "firearm entity and.".firearm trade association" have the meaning ascribed to.those terms by Chapter 2274 of the Texas Government Code, as.added by Acts 2021,. 87th Leg.,R.S.,.S.B. 19, § 1. To the extent that Chapter:2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's.signature provides written verification to the City.that Vendor: (1) does not:have a practice; policy, guidance, or directive that discriminates against a .firearm entity or firearm trade association;and(2)will not discriminate against a firearm entity or tirearm.trade association during the term of this Agreement. 29. Reporting;RNWrernents. 29.1.. For.purposes of this section,the words below shall have the following meaning:: 29.1.14 Child shall mean a person under the age.of 18 years.of age: Cogperative Purchase Page 11 of 18 29.1.2, Child pornnography= means an image of a child engaging in .sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 29.1.3. Computer-aneans an electronic,magnetic,optical,electrochemical or other high- speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses. and :includes.all.input., output, processing, Storage,or communication facilities thatare:connected or related to the.device. 29.1.4. .Computer technician means an individual who in the. course and scope of employment or business; installs,; repairs;or otherwise services:a.computer for a fee. This shall include installation of software. hardware,and maintenance services. 29.2. Reporting Requirement.. 1f Vendor meets the definition of Computer Technician. as defined herein,anal while provid.ing.services.:pursuantto this Agreement;views an image on a computer that is or appears to lie child pornography,Vendor shall iininediately report the discovery:of the:image to the-City and to a local or state.law enforcement agency or the.Cyber Tip Line at the National Center for Missing and Exploited Children. The report inpst include the name and address of the oWhe;- or person claiming a right to possession.of the computer, if known,.and as permitted by law, Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 30. Survival.of Provisions. The parties'duties and obligations pursuant to sections related to Duties and Obligations. Disclosure of Conflicts and Confidential Information, Right to Audit; and Liability and Indemnification shall survive termination of this Agreement. 3.1, Electronic.Sip natures. T1Yis Agreement may be executed by electronic signature, which..w'ilf be. considered as an original signature for all purposes and have tine same force and effect as:an original signature. For these purposes,"electronic signature."means electronically scanned and transmitted versions(e.g.via pdf file: or facsimile transmission)of an original signature,or signatures electronically inserted via software:such as Adobe Sign. Cooperative Purchase Page 1.2.af is Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person ❑r 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, ❑r 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 CI is enclosed with the submittal documents.The form is also available at http://www.ethics.state.tx.us/forms/C]O.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent ❑f 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 NIA in each of the areas on the form. However,a signature is required in the#4 box in all cases. Cooperative Purchase Page 13 of 18 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law 0 N.B. 23. 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is beirig filed in aocordancewith Chapter 176,Local Government Code, 7a Fe:srye. by a vendor who has a business relationship as defined by Section 176M1(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law fts questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed, See Section 176,006(a-1).Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Gov emment Code.An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 21 Check this box ff you are filing an updale to a pteviously filed questionnaire. (The law requires that you file an updated completed questronnarre with the appropriate filing authority not later then 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 employment or other business relationship as defined by Section 176.001(1-a),Local Government Gods. 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 L] No 11 Is the vendor receiving or irkety to recerve 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? Fl Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the focal government officer serves as an officer or director,or holds an ownership interest of one percent or more? = Yes = No D.Describe each employment or business and family relationship with the local government officer named in this section. 41 5 7 re of vendor doi-N bus M e-,r, Cate Adapted 8.?712015 Cooperative Purchase Page 14 of 18 Exhibit C DIR-TSO-4159 Con*ract Humber Lolltl'aCtTerr-r Date: 09128122 DIR—TSO-4159 -ontrac'Expi-ation Date: 09128/24 Vendor Infarmat',on HP Inc. VENDOR CONTACT: DIR CONTACT. Debra Lee r Tlffanay Waller 2 Vendor10: 1941081436211 P":)ne: (847) 537-8344 Phor.e:(512) 475-4962 HijB Type. Non HUB 0 Fax: (800)825-2325 P.M. DIR-TSO-TMP-417 Vendor Webslte Gr Contract Status. Active Cooperative Purchase Page 15 of 18 Exhibit D DIR-TSO-4159 Pricing Index htt s://dir.texas.=ov/contracts/dir-tso-4159 Cooperative Purchase Page 16 of 18 DepRElnl.ml of RrIf--flik—Rxaaur * its%.tMetPe!R 97i16Ts"150 Appendix G• F9ftb i Wax From HIP INISIRPILPS LA PF— Ent •a.li _•�tasn larW..aL AK] n.DPx Mid �nYt t1.00i u Etk Onkc Do% Desks Rt7 M.••_. .z4MM camLMte.rwwa D..kt E500� Rreai SoGiuor.Ili�:SV �� a AurswrwY l eras Deai.urn.'s�w •D.aL• y-d uoye LEEM fr: A'J—WvAa�— fy qpx, Ent j..WuH..iatvu- rrm% Mldaar ewnrletunnt Sy-pM NEad N%tYseeiaa! 31.W% k,Wb'CT(kM.&Ies y�pDR e>.emaAAnwraY SLmrfua Ei.Op% Wnne:YYrn(Srcan .twAa.ta*an.: iEDFG ru+anafm Nrcvvt xoDlY sa.rt.ev. •rrc vrr DaD% I.,Clr e. rLLDi MnSM]!-%tCMatS rl.COK aamm a Acnsserec Irnn CSAt•n MCM Wmnnats.Yiwa ITn'A.nti' LEY% Men.nS 14A :lawn a 4rr.w,r.FM+Mnrs: 1400% PtaatdaMlaa.w' �Md sj LMM 5 W:TAW.:a'A4n Trdn'ke pad 11,0" E.t MI LuvA]M Z DCM Mln Ica hl , 24 a4% L'I[ta•1 '4Tap.dtKt "MuMed• •e to'.WaN and Tabets 31DD% H Ey�a I.erYS.;.alien_WM M" N W.K�*A T.M.,X no Memi. )!-0D% aptan.ard+4cnastrin IVPitBeds L hhleu' ]'iDalG P,Pm«,>,ystean a IKantaaks atd rLH.IS' i WK ti•.1 G.a L � MOW Xr�GrP f d M—Sin I M. IIoMJr. LIDO% ties tea •M*Wk 1 k+I A— I&W% Prsr.utiAirlSnMn iRoS Cm 0100% r✓reoeei A.ttvwrt ldur.a:.n Sdtwre l/.00% WetefA Y W a1F.•,)�MwF:MwxSmr,�Ynlel,inY�t JM+rdnY,..brr:r•tr+d.4]p Rr: lAW% Searnns SLaMn 14A M IXxam+.Acttygi..FPrar.rs' all MP Rime.Maf.%t u Wh A]o Pnaten •ii eWtk P,v[eta 31.00x Alr al[.a-'n41 nii µSQ.A[[tww�.c ff.De% Pa k1LSmllei 'eP%.&irdks Pa Wid.%15vv7Mv %�.Da wdrlan I0.00% Pa.WdP%E M[vsfwies.^#[wte A[4�swn[slYYtx%e SRC% Ptontu�mijsmats LwSIPf„H<fslS{Ntt/:� rr:tenwrret SasiR S.p7% NP lrarocd Prlrctrs +O,rss ap.ppi HP it[m ArarbdlPfhSPt Pr Silks Y110k Xa 5. .n ltahhM hma* .BOOR AJ %us A3[m:rac:.al Pnr[ns _ n.ovw Oder Man Slays fkl N 14Wd Ptjr:r.,.4 MTh 71,00% .elaOW.t sw 1el Add rsw JoAft 7+rd.. snv kr wva« xw Mu sv yfw. la dr s Uan r,y one Vim s ar6 r[5 WIM t a.rrar "Oft Mneexdaaur 1Arnw ard�n ET,DD% OiA-TSO al SiL APt+rr C P.119 i Jra P•Kr 10 7 Cooperative Purchase Page 17 of 18 6iid-Y£041L0 App—Lln'&- PrLz! D 4mWx Carp a,KF sr..�rx .-rmnrd a.d E.[erded'wnrany,incN.cal3vppM.nl:a4�•:rn ae:.der:N^araee ll.flCff PrAr.•r.ien Sa•m.c Pnnsr. 11-m% ho-+wlwnlSmrl- iCan PxF Semi:es Gfrn aaeF Sn.v! tAddal M.fn:pW r SrrrKn aN 7,w 0-Conax1 Su in[awry 5"y ,and P-tp , d—/&,sk— IA—.—L.t -:Se.— ULM Dderhyryfxlun.p,SmnceP maJ;rlWd•rp,AyTIT.>,tf�ra 9iw,Re.,rgr Lul�rel&xSrp MTdy yr]IFI.�.fld 11f,1[t{�1[IPI, jdpgF ]fPpin�r ParFa�rg rely and HxMal rrn;.e:,mSrC�:on,.Aar.�gman:5appnr[and arty [her rdxed wed—Fen au4 s on dPare ru iandgeneralka.allaGe- Crlrom 5rn�tts;MPey!resurei erd Pan—ied; ru*.YC.i;gn74r rnFrdy[ion,m..n[cna�c...yvwr-:rawR.mrylral.r,x•d o��.�kalrw•d 7A0% peduela9l'..ud p wpp.ed Pnln iTT Ma»ee>.kv Aa.ecnrn[.TnRw:1'pv>Of y.wirn rNT rtll.WearcfW E�Anee:Pc a ran:Tf4YNll.r.LReNr�fe.Ins:a1LDLW,dFVVA�- 'MwVWo$,WIbr1 Wfe 0r aqu OL WrPpp —:-—nxlnapeR t —4r/Jdupo.k Sr_N aad[endr[aum.ff-0emen—&a mdeasca re[drry Pb,"and wppn--dP1ARdp",aM ary e:r'er"+Olj Wwdwk r+eaar scr..rs•'c 'ftd rw!N Tfregin a ae W-0!x Pavduct aff.rrd w-PPLCd dewm As A Semc(LG : a's dm aP a.e.r.rr foliA.vr bwf riw ro—b—r-r Y lardr.arr,xcnspna and 7.W% xegek w—semere mon MVw Fex W, HlanagFA anrf 5errx-cy IMay� W.Ou d pm!FEarru.[fdPS:Ye srrrr[.INlered:—p..il.inr V.eattparr s 17AM eur.reri w[p�:TM mac ennV.—vre.m d n•'eQ•P.laa+•.en'-..eWnred general repxenerw v rwdl.are.and aY rerrKa,pans and M*w rcededao OP&aw ft rr..r,..dlar rr,.Pr�hxd�,parlw.x r...nr$re.ap.nr w��..rr[d In�.....,Nirrd m ;1.•.u.=�ar.f:Ra•Wwldrt A—I—F i nuwrkr p.ry-rr.',p.fpry .rW\Iea.y,.r n GWB uud.InR WAGMI r6 the� el Frarx:ar.MPSl'a der W ea I&F'e nt.ratue W*'i heal wd'"SCeWRT F vn Ul AAwkrkw Wlu:.a+eedPYF:tMF.wa*O"and pwx smx.PnF-xf•kn xrpa7areP Rea,red:pla�mFr a padrcrFlm rrn;,r n,.�ed prpWl[n.lr•r'drMm.rr u:n�xtw.asev.n nay rryurnd ar..Ir1eA.n[.n .ai�a6/1-ry-Aura tm I,N--k,ud�wiK Ik..le[[aarF.p l.v�yW yeryicn Cpm i�rar5` Lwrvnw 4bPrA'm.Wd 100'e U—and d.CWr•S I5n 4v.rrgdmF Aradrbkf Curtaaw CPpM►rdridad 10 aradnr:Trwdvlr f Cynvrrrr Gnaara rfvrKad RRP.rrr lrA.r•AP+n V(AFF—doe F) 3a•.*Y1MAmyrdrrls eranvNr,r!eLlr ser rNm/Ir.•awr fw canhn/.Wlra-adanvoksda.wrennr.[/rrorbrl.rr�r•aq arn.i n[r. lJdl papaw a.�Ad[ ...1 is.ovx onwwr wwo 71C w.r �r:nrxrwl + '1N Fa'w. Adder. X e n>Fed Ternl. FID rcurr in..,.m. a.y 4ex; M[erra 7fuFr r.-r:rcE kr:.rorF. :nmf,in< ireFl nrYren nierc Er trm o� T�. f •5 yaw%: RPC lk1 'kr Ewtm; Can[ber,gir•16.1 M.C.. APL Cp h priw<+ 0[!A[ Mdy Twr'v .er re n.S`d CbLTmufSi Mer.M1an mv- Kvm C/M A.pyn{arerPr C yIC YCC A%Nnk *.pal. P d—AV acre wnl r rw..rrx.-*�.. M6.. �I.YT kra N. Plan•rnrrc. NACK vlhMfl •InnerweR hr evun oren,el +awae rkdrcaF n.r•.rn nvw.. rK wresanibrrd+rr' R.r.'xtl Nwrw'vaM nr:Compeer Predu[Is nrmrrwn�=alMir..r i nav w...a. owro Pr..br drH.r 5.xsr.w Rrilri nSPrau• 4-xTacR Ckrw'r nbew fnd r� ep iPexl ruldlhra4rrm; ilbfa rN SrA.d cryar A(dyy:kP HR Sruarnt jnk Pmduce. e4+.e't Oda ~u tivrvr 1yMkra S..borZ O.:rk rer eSrFxr iP p PUMU et KAM6 vo�„nrd mvu'anurrnar 1r•.F r.ae 71:0P5. Mi1sk04 kAMe3 Aaro:J[c Sp'xwue DIR TS]-41i%A"—Ji.C Pn.r h rda Pye ia!7 Cooperative Purchase Page 18 of 18