HomeMy WebLinkAboutContract 56865 FORT WORTH CSC No.56865
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between HP Inc.
("Seller" or"Vendor") 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.
4. Exhibit C—HP Inc.—Texas Department of Information Resources Contract number DIR-
TSO-4159 ("DIR-TSO-4159");
5. Exhibit D—DIR-TSO-4159 Pricing Index
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-TSO-4159.
Buyer shall pay Seller in accordance with Chapter 2251, Texas Government Code, Exhibit D,
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 and the Buyer's purchase order 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 ("Expiration Date") to coincide
with DIR-TSO-4159. If DIR-TSO-4159 is renewed through September 28, 2024, Buyer shall be able to
renew this Agreement for two (2) one-year renewal options by written agreement of the parties.
The undersigned represents that he or she has the power and authority to execute this Agreement
and bind the respective Vendor.
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Washington(Dec 17,202106:39CST) responsible for the monitoring and administration
Name: Valerie Washington of this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Dec 17,2021
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APPROVAL RECOMMENDED: By: Alex Varghese(Dec 16,202111:5 CST)
Name: Alex Varghese
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
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By: CONTRACT AUTHORIZATION:
Name: Jannette Goodall OR I. M&C: N/A
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SELLER: HP INC. Q nExAS�p�
By:
Name: Judith M. Alexander
Title: Senior Counsel, State/Local
Government and Education
Date: December 3, 2021
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. Termination.
I.I. Convenience. Either the City or Vendor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this Agreement, the 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 thirty (30) calendar days after receipt of notice from the non-
breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the
breach within the stated period of time, the non-breaching party may, in its sole discretion, and without
prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement
by giving written notice to the breaching party.
1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
City in any fiscal period for any payments due hereunder, the City will 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 that this Agreement is terminated as
set forth in this section 1 (Termination),prior to the Expiration Date,the City shall pay Vendor for products
received and services actually rendered up to the effective date of termination and Vendor shall continue
to provide the City with products and 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, for which the City has paid. In the event Vendor has received access to City
information or data as a requirement to perform 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 represents 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 Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services
under this Agreement shalt 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 Information")as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
2.3. Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
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Act.In the event there is a request for information marked Confidential or Proprietary,City 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 City,but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
2.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner 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 in identifying what
information has been accessed by unauthorized means and shall fully cooperate with the City to protect
such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment
under this Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers and records of the Vendor involving transactions relating to this Agreement,
which are specific to any charges paid or payable by the City("Records")for the purposes of determining
if such charges are accurate. Vendor agrees that the City shall have access during normal working hours
to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than
10 business 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 examine at reasonable times any directly
pertinent books, documents, papers and records of such subcontractor involving transactions related to
the subcontract,which are specific to any charges paid or payable by the City("Records")for the purposes
of determining if such charges are accurate,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 10 business days written notice of any intended audits.
3.3 Audits performed in accordance with section 3.1.and 3.2.,will comply with the following
audit processes:
3.3.1 Audits may be conducted once every twelve (12)months during the term of this
Agreement;
3.3.2. If the City wishes to select a third-party auditor to perform such audit, such
auditor shall sign a confidentiality agreement reasonably agreeable to Vendor prior to
commencement of the audit, and the result of the audit shall be subject to such confidentiality
agreement;
3.3.3. The Records shall not include any personnel-related information, product or
labor cost data, or proprietary data relating to Vendor's or subcontractors' products, services, or
customers;
3.3.4. Audits shall be performed at the City's cost in a manner to minimize disruption
to Vendor's and subcontractors' business; and
Cooperative Purchase Page 4 of 18
3.3.5. The City shall promptly provide Vendor with a copy of the results of the audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an
independent contractor as to all 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 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 considered a Co-employer 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 INDEMNIFICATION.
5.1. LIMITATION OF LIABILITY-VENDOR'S LIABILITY TO THE CITY UNDER
THIS AGREEMENT IS LIMITED TO THE GREATER OF $1,000,000 OR THE AMOUNT
PAYABLE BY THE CITY TO VENDOR FOR THE RELEVANT ORDER. NEITHER THE CITY
NOR VENDOR WILL BE LIABLE FOR LOST REVENUES OR PROFITS, DOWNTIME
COSTS, LOSS OR DAMAGE TO DATA OR INDIRECT, SPECIAL OR CONSEQUENTIAL
COSTS OR DAMAGES.THIS PROVISION DOES NOT LIMIT EITHER PARTY'S LIABILITY
FOR:UNAUTHORIZED USE OF INTELLECTUAL PROPERTY,DEATH OR BODILY INJURY
CAUSED BY THEIR NEGLIGENCE; ACTS OF FRAUD; WILLFUL REPUDIATION OF THE
AGREEMENT; NOR ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY
APPLICABLE LAW.
5.2. GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND AND SETTLE ALL THIRD-
PARTY CLAIMS OR LAWSUITS AGAINST THE CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES, FOR EITHER TANGIBLE PROPERTY DAMAGE OR LOSS , BODILY
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, , ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES; PROVIDED THAT THE CITY
PROMPTLY NOTIFIES VENDOR OF SUCH CLAIMS, COOPERATES WITH VENDOR IN
THE DEFENSE OF THE CLAIMS, AND GRANTS VENDOR SOLE DEFENSE OF SUCH
CLAIMS. IN CONNECTION WITH SUCH CLAIMS, VENDOR WILL PAY ALL DEFENSE
COSTS, SETTLEMENT AMOUNTS, COURT-AWARDED DAMAGES (INCLUDING COURT
COSTS AND REASONABLE ATTORNEYS' FEES),AND THIRD-PARTY COSTS INCURRED
BY THE CITY AT THE REQUEST OF VENDOR IN CONNECTION WITH THE DEFENSE OF
THE CLAIM.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION.
5.3.1. The Vendor warrants that all products and services, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section 5.3. 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
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services under this Agreement.
5.3.2. Vendor shall be liable and responsible for any and all 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.
5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any third-party claim or action against
the City that alleges that a Vendor-branded product or service purchased under this
Agreement infringes 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 this Agreement. Vendor will rely on the City's prompt notification of
the claim and cooperation with Vendor's defense. It is understood that this agreement to
indemnify, defend, settle or pay shall not apply if the City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or
actions against the City pursuant to this section 5.3.,Vendor shall have the right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim; however, City shall have the right to fully
participate, at its expense, 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. City agrees to give Vendor timely written notice of any such claim or action,with copies
of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify
the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe
and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,
such use is materially adversely restricted, Vendor shall, at its own expense and as
City's sole remedy, either: (a) procure a license for City for the right to continue to use the
Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing and
materially equivalent,provided that such modification does not materially adversely affect
City's authorized use of the Deliverable(s); or (c) if none of the foregoing alternatives is
reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to
Vendor by the City for the affected product in the first year or the depreciated value
thereafter or, for support services, the balance of any pre-paid amount or, for professional
services, the amount paid, 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 7 OF THIS AGREEMENT.
6. Assignment and Subcontracting.
6.1. Neither party may,nor will it have the power to,assign,or novate the Agreement without
the consent of the other party. Vendor reserves the right and the City agrees to Vendor's use of Vendor-
authorized service providers and subcontractors to assist in the provision of services.Notwithstanding the
foregoing, the use of Vendor-authorized service providers and subcontractors shall not release Vendor
from performing its obligations under this Agreement.
7. Insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is licensed
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to do business in Texas or otherwise approved by the City:
7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000
aggregate; or
7.1.1.2. Combined limit 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-form provision and shall include coverage for personal and advertising
injury.
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
not less than$1,000,000 per occurrence.
7.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per
claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors& Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million
aggregate or
7.1.5.2. Combined limit 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-form 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 limits 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;
7.1.5.3.3. Implantation of malicious code or computer 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 including 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
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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 E&O,or an 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
costs and fees are considered outside of the policy limits and shall not erode limits
of liability. Any deductible will be the sole responsibility of the Vendor and may
not exceed $50,000 without the written approval of the City. Coverage shall 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, or a full copy of the policy if
requested, shall be submitted to the City to evidence coverage; and
7.1.5.3.7. Any other- insurance as reasonably requested by City
and approved by Vendor.
7.2. General Insurance Requirements:
7.2.1. All applicable policies shall name the City as an additional insured thereon,as its
interests may appear. The term City shall include its employees, officers, officials, agents, and
volunteers in respect to the contracted services.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right
of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty(30) days' notice of cancellation or reduction in limits of
coverage shall be provided to the City. Ten (10) 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.
7.2.4. 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.
7.2.5. Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division prior to
execution of this Agreement.
8. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all
applicable federal and state and laws to the extent such laws apply to the Vendor's business or the provision of
the products and services by Vendor hereunder. If the City notifies Vendor of any violation of such laws Vendor
shall immediately desist from and correct the violation.
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9. Non-Discrimination Covenant. Vendor, 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 basis 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 liability and to indemnify 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 confirmation of the transmission, or(3)received by the
other party by United States Mail,registered,return receipt requested, addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth HP Inc.
Attn:Assistant City Manager Attn: Chief Legal Counsel
200 Texas Street 1501 Page Mill Rd.
Fort Worth TX 76102 Palo Alto,CA 94304-1126
Facsimile: (817) 392-6134 Facsimile: (650) 857-5518
With Copy to the City Attorney
at same address
11. 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, any 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 this Agreement, 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 City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on 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
District Court for the Northern District of Texas,Fort Worth Division.
15. Severability. If any provision of this Agreement is held 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 Majeure. 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 majeure or other causes beyond their reasonable control(force majeure), including,but
not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental
authority,transportation problems, epidemics, endemics, or pandemics, and/or any other similar causes.
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17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes
only and shall not be deemed a part of this Agreement.
18. 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 of this Agreement or exhibits hereto.
19. 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 executed by an authorized representative of each party.
20. Entirety 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. This Agreement may be executed in one or more counterparts and each counterpart
shall, for all purposes,be deemed an original,but all 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-mail, 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.
22. Warranty of Services. Vendor warrants that its services will be performed using generally
recognized commercial practices and standards. City must give written notice of any breach of this warranty
within thirty (30) days from the date that the services are performed. In such event, at Vendor's option, Vendor
shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services.
23. Network Access.
23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants
or subcontractors(for purposes of this 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. For avoidance of doubt, Vendor or any
Vendor Personnel will not require access to any federal law enforcement database or any federal criminal
history record information system,including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC")or National Fingerprint File("NFF"),or Texas Law Enforcement Telecommunications Systems
("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR
Part 20"),for the purpose of providing services for the administration of criminal justice as defined therein
on behalf of the City or the Fort Worth Police Department,under this Agreement. .
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 (I-9). Vendor 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 Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
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ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF TITLE IV,SUBTITLE A,OF
THE ILLEGAL IMMIGRATION REFORM AND IMMIGRANT RESPONSIBILITY ACT OF 1996
(IIRIRA), PUB. L. 104-208, 110 STAT. 3009 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 violations of this provision by Vendor.
25. Informal 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 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 parry'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(60)business days of the date of
receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation 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 applicable rules governing mediation then in effect. The
mediator shall 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 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 dispute in accordance with
this informal dispute resolution process, the parties agree to continue without delay all of their respective duties
and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise
of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government 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: (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 Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of'the 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, 87th Leg., R.S., S.B. 13, § 2, 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 boycott energy companies; and
(2)will not boycott energy companies during the term 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.B. 13, § 2. 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 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
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by
Cooperative Purchase Page 11 of 18
Acts 2021, 87th Leg., R.S., S.B. 19, § 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(2) will 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 firearm trade association during
the term of this Agreement.
29. Reporting Requirements.
29.1. For purposes of this section,the words below shall have the following meaning:
29.1.1. Child shall mean a person under the age of 18 years of age.
29.1.2. Child pornography 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 means 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 that are 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. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a computer
that is or appears to be child pornography,Vendor shall immediately 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 must include the name and address of the owner 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.
31. Electronic Signatures. This Agreement may be executed by electronic signature, which will be
considered as an original signature for all purposes and have the 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 12 of 18
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/CIQ.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.
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 by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
.1J Name of vendor who has a business relationship with local governmental entity.
HP Inc.
z
❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
-4J Describe each employment or other business relationship with the local government officer, or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No N/A
B. Is the vendor receiving or likely to receive taxable income, other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes F-1 No N/A
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
N/A
6
❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Y71111- HP Inc. December 3, 2021
Si ature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Exhibit C
HP Inc.
DIR-TSO-4159
https://dir.texas.gov/contracts/dir-tso-4159
Contract Number
Contract Term Date: 09/28/22
DIR—TS O—4159 Contract Expiration Date: 09/28/24
Vendor Information
HP Inc. VENDOR CONTACT: DIR CONTACT:
Debra Lee & Tiffanay Waller (=r
Vendor ID: 1941081436211 Phone: (847) 537-0344 Phone: (512) 475-4962
HUB Type: Non HUB O Fax: (800) 825-2329
RFQ: DIR-TSO-TMP-417 Vendor Website Gr
Contract Status: Active
Cooperative Purchase Page 15 of 18
Exhibit D
DIR-TSO-4159 Pricing Index
(as of Amendment 2)
Cooperative Purchase Page 16 of 18
Department tit Information Reeources Amendment Y
DIR-TSO.4159
Appendht G- Pricing Index
Ern level&S eclal Desk[ Ilndudesall A10) 21l
Mld-Ran e0eakta 34.BD%
HI b-Entl Deskta 30.00%
Do
skt CfO Madulea 29.0096
O ons&Accessories(Desktop) 25.00%
Retell 5o1utlons(RPOS) 29A096
Optl.
ns&Aaessarles(RPOS) 29.W%
Promotions/SmartB Deskm and RPOS 1-00%
Em /Value Workstations 35.00%
EMIVIV,lu.Werkstatiorts-S rout 24.0096
Mid-Ilan a Workstations 35.DD%
Hi h-End Worlmtatiam 37.0096
Workstation CTO Modules 35.D0%
Options&Acoessarles,Workstations 23D0%
Promotions/Smart Buys(Workstations) 1.DD%
Personal WS Options-ITC VIVE 29.DD%
Smart Buy-HTCVME 111.00%
Thin Clients 22.00%
Mab1.'rhM Clients 2Z.00%
Options&Accessories(Thin Clierns) 22.00%
Promctions/Sman Buys(Thin Clierrts) 1.00%
Mpnhors 21.00%
Options&Aecessories(MonRurs) 24.00%
Promotlons/Smart Buys IMm0ars) 1 1.00%
SPWWWTeblets,Mini Tablet Elite pad 31.00%
Einry-level Notebooks 2&DO%
Mlnl Notebooks 21.D0%
URrs-light&Tablet PCs 31.D0%
Mid-Range Notebooks and Tablets 32.00%
HlglrEnd and workstation mobil Ity 35.00%
Notebook&Tablet PC CTO Modules 32.00%
Options and Amworles(Notebooks&Tablets) 25.DC%
Promotlons/Smart Buys Notebooks and Tablets) 1.00%
Next Gen Computing 1D.D0%
Neat Gen Computing-Mobility 3In 1 CFO Modules 10.00%
Neat Gen Computing-Mobility 3In 1 Accessories 10.00%
Promotiong/Snort Buys jNext Gen Com utln 0.00%
NavabodcA6Giapdes-Education Software 3D.DD%
Printers All HP All-In-One,Multifunction,lasedet Ink)et large Format Printer Models,3D Print 39.00%
Scanners Scanners 30.00%
Options&Accessories(Printers) All HP Printer Models 32.DD%
A3 WId.Printers AS PageWld.Primers 39.DD%
A3 PageWldle Accessories A3 PWWlde Accessoffm 39.DD%
%eWlde MBundles ft Wide XL Bundles 39.DD%
eWltle lO Sf000tl9oIX 90-0 Werra 10.00%
eWlde XL Acresseries/Softwere Aaraeodes/5oftw2re 10.DD%
PromotlonsJSmart Buys Pdnters/Scanners Pdmer/Scanner Smart Buys 1.00%
HP(Sawung Branded)Printers IRV- 40.0096
HP(Sarnsung Branded)Printer Amesmrias 40.00%
HP garnsurg Branded)Printer Supplies 4,1.DD%
A3 Managed Skus A3 Contractual Printers 77.00%
Other Managed Skus Other Managed Printers and MFPs 211
JatAdaantsge SW Jet!drar tRge SW 3D.DD%
JMAdl.ntage HW Jet Ark-moge HW 2300%
A3 Pag"ide Supplies A3 PageWrde Supplies 13.DD%
Desigrdg and Inkjat Supplies Desi rat and Inkjat Supplies 34.00%
Iawdet Supplies 1
Iawdet Supplies 41A0%
Media and Paper IMadi.and Paper 27.D0%
DIR-TSO-4159,Appendix C Pdbing Index Page 1 of 2
Cooperative Purchase Page 17 of 18
Department of Information Reemrrces Amendment 2
DIR-TSO.4159
Appendht G- Pricing Index
Care Pack Services UPI—and Extended warranty,Techriml Support,Installation,Aoddental Damage 29.00%
Protection
Sam u Pdnters 22.00%
Promotlons/SmartB (Care Pack Services) Carapxk5mart 28A0%
Maintenance-11-11Id Day One Contract SeMus(Personal Systems and Prlydl Hardware/Software Malntemnce Support SerAm ".0o%
Other Manufactunng Services Image Loadlr L AnetTagglrrg,Blos,Revision Cordrol,Backup Media Deslgn and Replication, 10.0095
Drop-in PC Packaging.Time and Material Project,Installation,Management Su ppe t and any
other related product service assigned standard part numbers and generally available.
Custom Services(Manufacturer and Partner Led) Instal ladon/de-installation,maimemnce,support,training,migration,and optimization of 7.00%
products offered or supplied under the Master Price Agreement.These types of service may
include,but are not limited to:warranty services,maintenance,installation,de,instellation,
factory integration(software or equi pmem components),asset management,
recycling disposal,training and certification,predmplementation design,disaster momnary
planning and support,service desk/helpdesk,and any other directly related technical
support minim required for the effective operation of a product offered or supplied.
Device As A Service(DaaS) HPts deice as a service solution allows you to combine your PC hardware,accessories and 7.00%
lifecydere ces into one monthly per seat price
Managed Prim ServrcesIMPS) Managed print-rV, s(MPS)arasrioxs offered to eptim¢Cu manage acompan,(s 17.tW%
document output.The mein comp ss rrts provided are needs assessment selective or
general replacement of hardware,and the service,parts and supplies needed to operate the
new end(or existing hardware(Including existing third-party equipment If this is required by
the castomer0he provider also tracks how the printer,fwy cooler and Wrest Is being
used,the problems,and the user's satisfaction.MPS Is also defined by otpanding into
value-areas,such as severity services,cloud,wormow solution ecosystems,amlytim and
mobile sclu0om-which accomplishes;Reduced total curt of cnamrship(TCO),Enhanced
producbNty and end-usersatisfadlon,Reduced risks,Improved environmental
sustaimbflhy,Accelerated business results and seamy.
Hewlett Padard Financial Services Coma HPFS s Clpternxr Quota Provided
HP Product Return and Recycling(Several Programs Available)a Gatomer Quotes Roa(ded
HP Product Trade-In' C."..Quotas Provldod
r Meowrey'--Master Lapse Agreement(APP ftF)
2 sarerolprograma—fMbfe pleosesee: hftp://wwwRAp.wen/ra/art/hp-gdormvtpA/eeMmronertt/podutyecydMO.MmI.
Measesse: LwruwM. e
ss.m%
COMPANY NAM FS
3DCor—ien D"ilmematimal Kin ten
3M Eaten lade
Adds— Eim LG
Allied Telesis Elo Touch Systems l.egrand JUG)
Antenna Plus(Airgain) Engineered Network Systems,I—(ENS) Lmkncharge
Anthro(Ergntron) Epson Logitech
Anywhere Ergotron Magi
Aparsr FS MakerBot
APC(Schneider Electric) Gamber Johnson MaeCase
APG Cgsh Drawer GEfAC Mellanox Technologies Inc
Approved Olodu Gvldtouch Merldlan
Apdcam Gu drop Ml—
Avocem(a Vertiv Compgrw) HTC Cusp NEC
A)MN Hants Peedws-AV
Barco Heritage Planer Monitors
Belkln HINT peripherals Plantronlo
BLACK Box Network Honeywell Pm
Beach(Dremel) Howard Medical tnaddon Mounting Technologies Member Johnson)
BradfordHumanswle Protect Computer Products
Bre nth—(Fairhaven) Ftyundal Samwng
Bump Armor IderdM Seal Shield
Busllnk Inf—. StayTech
Chicory Infocus Targus
Chler Intel Tripp Llte
Cradlepolnt Iogear Verty Webert and Awmnt)
Growl CA. (Pearl VI—nlc
Crucial ju MI—I J. Wasson Digital SanDlsk
Aooustla JAR ens X lore
lone Products Kenneth Cale Zebra(Motorola Sdmlona, mbd Technol lee
Ddlnk Keml n z5 ce
rAb'.I.�
n tams1O.D0%
PUBLISHER NAMES
manufacturers at this time
PUBUSHER NAMES
oftware
DIR-ROd155,Appendix C Pricing Index Page 2 of 2
Cooperative Purchase Page 18 of 18