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HomeMy WebLinkAboutContract 57258 FORT WORM CSC No.57258 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between LAKESHORE IT SOLUTIONS INC. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A—Lakeshore IT Solutions Inc. Quote 12066; 3. Exhibit B—The Interlocal Purchasing System(TIPS) 200105; and 4. Exhibit C—Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below("Effective Date") and ending on May 31, 2023. Vendor agrees that City shall,until the expiration of three (3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY Cooperative Purchase FT. WORTH, TX To CITY: To VENDOR: City of Fort Worth Lakeshore IT Solutions Inc. Attn: Valerie Washington, Assistant City ATTN: Legal Department Manager 2023 Main Street 200 Texas Street Spring Grove, IL 60081 Fort Worth, TX 76102-6314 Facsimile: N/A Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or(b)modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c) replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Cooperative Purchase Page 2 of 18 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data")by any unauthorized person or third party,or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors,employees and agents,harmless from and against any and all claims, suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement,as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City.Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Cooperative Purchase Page 3 of 18 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington(Mar 16,2022 14:34 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract, including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: M a r 16,2022 3&/,� 61-ag APPROVAL RECOMMENDED: By: Justin Grace(Mar 10,2022 14:59 CST) Name: Justin Grace 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 Tannel-fe S. Goodall By: JannetteS.Goodall(Mar 17,202207:11CDT) CONTRACT AUTHORIZATION: Name: Jannette Goodall p4a'VORrIla M&C: N/A F a Title: City Secretary ,�� °°°�O�dd ti°o °•I d VENDOR: �v° P o o a °O°°°°°°° Lakeshore IT Solutions Inc. a��nEXASaap By: Name: Jason Berek Title: Vice President of Sales Date: Ij/�7 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 4 of 18 Quote (Open) Quote#: 12066 1 rev of 1 Modified Date:Mar 01,2022 08:28 AM CST Description: Infosec training _A�k� Sales Associates Preparer:Harris,Ed 7 '/� E-mail:ed.harris@lakeshoreit.com Lakeshore IT o Solutions Phone:888-700-2788 ext. 104 Account Manager:Harris,Ed Technology 801 For Your E-mail:ed.harris@lakeshoreit.com Customer PO: Terms: Ship Via: Lakeshore IT Solutions Undefined Fed Ex Ground PC Box 24 Special Instructions: Carrier Account#: Spring Grove,Illinois 60081 United States www.lakeshoreit.com (P)888-700-2788 Bill To Ship To City of Fort Worth(TX) City of Fort Worth(TX) Brown,Jeff Brown,Jeff 200 Texas St. 200 Texas St. Fort Worth,TX 76102 Fort Worth,TX 76102 United States United States (P)817-392-1234 (P)817-392-1234 Jeffrey.brown@fortworthtexas.gov Jeffrey.brown@fortworthtexas.gov Customer Contact Brown,Jeff jeffrey.brown@fortworthtexas.gov (P)8177139515 # Image Description Part# Tax Qty Unit Price Total 1 IT Security Training-Infosec 00226209 Yes 1 $6,838.00 $6,838.00 Note: Infosec Training MSRP$7598.00 10%discount Contract# TIPS-200105 Thank you for the opportunity.We value your Subtotal: $6,838.00 business and will continue to provide you Tax(.0000%): $0.00 excellent service in addition to our comprehensive Shipping: $0.00 product line. Misc: $0.00 Total: $6,838.00 Disclaimer All prices are subject to change without notice. Supply subject to availability. Exhibit B Lakeshore IT Solutions TIPS 200105 DUE DILIGENCE CONTACTS PRINT PROFILE oprint VENDOR Lakeshore IT Solutions Inc 2023 Main St Spring Grove IL,60081 1NEBSITE wvvw.Iakeshoreit.com Lakeshore 1T is an IT reseller based iu the Chicagoland area. Lakeshore IT was founded as a consulting-Oriented VAIN to till the SERVICE/PRODUCTS market need eor IT products & services, and is emphasizing service DESCRIPTION and support to differentiate itself from its competitors. Lakeshore IT is committed to providing IT solutions to all clients with the exceptional service and support they deserve_ CONTRACT: 2001€ 5 Technology Solutions Products and Services End Date: May-31-2023 EDGAR C01-411PLIANCE: View% Doc. Cooperative Purchase Page 6 of 18 TIPS VENDOR AGREEMENT Between Lakeshore IT Solutions. Inc. and (Company Name) THE INTERLOCAL PURCHASING SYSTEM[T]PSy, a Department of Texas Education Service Center Region 8 for TIPS RFP 200105 Technology Solutions,Products and Services General Information The Vendor Agreement("Agreement")made and entered into by and between The Interlocal Purchasing System(hereinafter referred to as"TIPS"respectfully}a government cooperative purchasing program authorized by the Region 8 Educatlon Service Center,having its principal place of business at 4845 US Hwy 271 North,Pittsburg,Texas 75686.This Agreement consists of the provisions set forth below,including provisions of all Attachments referenced herein.In the event of a conflict between the provisions set forth below and those contained in any Attachment,the provisions set forth shall control unless otherwise agreed by the parties in writing and by signature and date on the attachment. A Purchase Order,Agreement or Contract is the TIPS Member's approval providing the authority to proceed with the negotiated delivery order under the Agreement.Special terms and conditions as agreed between the Vendor and TIPS Member should be added as addendums to the Purchase Order,Agreement or Contract.Items such as certificate of insurance,bonding requirements,small or disadvantaged business goals are some,but not all,of the addendums possible. Terms and Conditions Freight All quotes to members shall provide a line item for cost for freight or shipping regardless if there is a charge or not. If no charge for freight or shipping,indicate by stating"No Charge"or"$0","included in price"or other similar indication.Otherwise,a1I shipping,freight or delivery changes shall be passed through to the TIPS Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative shipping terms are agreed by TIPS as a result of the proposal award. Warranty Conditions All new supplies equipment and services shall include manufacturer's minimum standard warran unless otherwise agreed to in writing.Vendor shall be legally permitted to sell all products offered for sale to TIPS Members if the offering Is included In the Request for Proposal category.All goods proposed and sold shall be new unless clearly stated in writing. Customer Support The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by the Parties.Vendors shall respond to such requests within a commercially reasonable time after receipt of the request.If support and/or training is a line item sold or packaged with a sale,support shall be as agreed with the TIPS Member. Agreements Non-JOC Vendor Agreement Ver.07302019.rp Page 2 Cooperative Purchase Page 7 of 18 Agreements for purchase will normally be put into effect by means of a purchase❑rder(.S)executed by authorized agents of the TIPS Member participating government entities,but other means of placing an order may be used at the Member's discretion. Tax exempt status Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. Assignments of Agreements No assignment of this Agreement may be made without the prior notification of TIPS.Written approval of TIPS shall not be unreasonably withheld.Payment for delivered goods and services can only be made to the awarded Vendor,Vendor designated reseller or vendor assigned company. Disclosures • Vendor and TIPS affirms that he/she or any authorized employees or agents has not given,offered to give,nor intends to give at any time hereafter any economic opportunity,future employment, gift,loan,gratuity,special discount,trip,favor or service to a public servant in connection with this Agreement. ■ Vendor shall attach,in writing,a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. ■ The Vendor affirms that,to the best of his/her knowledge,the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Term and Renewal of Agreements The Agreement with TIPS is for three(3)years with an option for renewal for an additional one(1)consecutive year if both parties agree.TIPS may or may not exercise the one-year extenslon beyond the base three-year term and whether or not to offer the extension is at the sole discretion of TIPS.The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement's legal effect. Example:if the agreement is scheduled to end on May23,the anniversary date of the award,It would actually be extended to May 31 in the last month of the last year the contract is active. Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement,may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order,executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable. Shipments The Vendor shall ship,deliver or provide ordered products or services within a commercially reasonable time after the receipt of the order from the TIPS Member.If a delay In said delivery is anticipated,the Non-JOC Vendor Agreement Ver.D7302019.rp Page 2 Cooperative Purchase Page 8 of 18 Vendor shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion of the order.TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable or not as agreed by the parties. Invoices Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying designation as provided in the order by the TIPS Member.If applicable,the shipment tracking number or pertinent information for verification of TIPS Member receipt shall be made available upon request. Payments The TIPS Member will make payments directly to the Vendor,the vendor assigned dealer or as agreed by the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties. Pricing Price Increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall include the participation fee,as provided in the solicitation,to be remitted to TIPS by the Vendor. Vendor will not show adding the fee to the invoice presented to TIPS Member customer. Participation Fees and Reporting of Sales to TIPS by Vendor The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective fee,along with any fee conditions stated in the RFP.Collection of the fees by TIPS is required under Texas Government Code§791.011 Et seq.Vendor or vendor assigned dealer agrees to pay the participation fee for all Agreement sales to TIPS on a monthly scheduled report or as otherwise agreed by the parties. Reporting of Sales to TIPS by Vendor Vendor is required to report all sales under the TIPS contract to TIPS.If the TIPS Member entity requesting a price from the awarded Vendor requests the TIPS contract,Vendor must include the TIPS Contract number on any communications with the TIPS Member entity. To report sales,login to the TIPS Vendor Portal and click on the PO's and Payments tab.Pages 3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS.Please refer to the TIPS Accounting FAQ's for more information about reporting sales and if you have further questions,contact the Accounting Team at accounting@tips-usa.com.The Vendor or vendor assigned dealers are responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS.Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent governmental entity,Texas Education Service Center Region 8,as established by the Texas legislature and shall be grounds for termination of this agreement and any other agreement held with TIPS and possible legal action.TIPS reserves all rights under the law to collect the fees due.Please contact TIPS at tips@tips-usa.com or call(866)839-8477 if you have questions about paying fees. Indemnity The Vendor agrees to indemnify and hold harmless and defend TIPS,TIPS Member(s),officers and employees from and against all claims and suits by third parties for damages,injuries to persons(including death), property damages,losses,and expenses including court costs and reasonable attorney's fees,arising out of,or resulting from,Vendor's performance under this Agreement,including all such causes of action based upon common,constitutlona1,or statutory law,or based in whole or in part,upon allegations of negligent or intentional acts on the part of the Vendor,its officers,employees,agents,subcontractors,licensees,or invitees.Parties found liable shall pay their proportionate share of damages as agreed by the parties or as ordered by a court of competent jurisdiction over the case.NO LIMITATION OF LIABILITY FOR DAMAGES FOR Non-JOC Vendor Agreement Ver.07302019.rp Page 3 Cooperative Purchase Page 9 of 18 PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per Texas Education Code§44.032(0,and pursuant to its requirements only,reasonable Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation. State of Texas Franchise Tax By signature hereon,the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171,Tax Code. Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause.Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time.TIPS reserves the right to request additional proposals for items or services already on Agreement at any time. Purchase Order Pricing/Product Deviation If a deviation of pricing/product on a purchase order or contract modification occurs between the Vendor and the TIPS Member,TIPS must be notified within five(5)business days of receipt of change order. Termination for Convenience of TIPS Agreement Only TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty(30) days prior written notice.Termination for convenience is conditionally required under Federal Regulations 2 CFR part 200 if the customer is rasing federal funds for the procurement.All purchase orders presented to the Vendor,but not fulfilled by the Vendor,by a TIPS Member prior to the actual termination of this agreement shall be honored at the option of the TIPS Member.The awarded vendor may terminate the agreement with ninety(90)days prior written notice to TIPS 4845 U5 Hwy North,Pittsburg,Texas 75686. The vendor will be paid for goods and services delivered prior to the termination provided that the goods and services were delivered in accordance with the terms and conditions of the terminated agreement. This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member customer pursuant to this agreement.TIPS Members may negotiate a termination for convenience clause that meets the needs of the transaction based on applicable factors,such as funding sources or other needs. TIPS Member Purchasing Procedures Usually,purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and should indicate on the order that the purchase is per the applicable TIPS Agreement number.Orders are typically emailed to TIPS at tipspo@tips-usa.cum. • Awarded vendor delivers goods/services directly to the participating member, ■ Awarded vendor invoices the participating TIPS Member directly. • Awarded vendor receives payment directly from the participating member. Awarded vendor reports sales monthly to TIPS(unless prior arrangements have been made with TIPS for an alternative submission schedule). Licenses Awarded vendor shall maintain,in current status,all federal,state and local licenses,bonds and permits required for the operation of the business conducted by awarded vendor.Awarded vendor shall remain reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of goods or services under the Agreement.TIPS and TIPS Members reserves the right to stop work and/or cancel an order or terminate this or any other sales Agreement of any awarded vendor whose Non-JOC Vendor Agreement Ver.D7302019.rp Page 4 Cooperative Purchase Page 10 of 18 licenses)required for performance under this Agreement have expired,lapsed,are suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation. Novation If awarded vendor sells or transfers all assets,rights or the entire portion of the assets or rights required to perform this Agreement,a successor in interest must guarantee to perform all obligations under this Agreement.A simple change of name agreeme nt wil I not change the Agreement obligations of awarded vendor,TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five(5)business days of the transfer of assets or rights. Site Requirements(only when applicable to service or job) Cleanup:When performing work on site at a TIPS Member's property,awarded vendor shall clean up and remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as agreed by the parties.Upon completion of work,the premises shall be left in good repair and an orderly,neat,clean and unobstructed condition. Preparation:Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost,or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes,but is not limited to:moving furniture,installing wiring for networks or power,and similar pre-Installation requirements. Registered sex offender restrictions:Far work to be performed at schools,awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are,or reasonably expected to be,present unless otherwise agreed by the TIPS Member.Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded vendor must identify any additional costs associated with compliance of this term.If no costs are specified,compliance with this term will be provided at no additional charge.Safety measures:Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite,and shall erect and properly maintain all necessary safeguards for protection of workers and the public.Awarded vendor shall post warning signs against all hazards created by the operation and work in progress.Proper precautions shall be taken pursuant to state law and standard practices to protect workers,general public and existing structures from injury or damage. Smoking Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes or policies. Marketing Awarded vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the Solicitation.The Vendor may submit an acceptable use directive for Vendor's names and logos with which TIPS agrees to comply.Any use of TIPS name and logo or any form of publicity,inclusive of press release,regarding this Agreement by awarded vendor roust have prior approval from TIPS which will not be unreasonably withhold.Request may be made by email to TIPS@TIPS-USA.COM Supplemental Agreements The TIPS Member entity participating in the TIPS Agreement and awarded vendor may enter into a separate Supplemental Agreement or contract to further define the level of service requirements over and above the minimum defined in this Agreement such as but not limited to,invoice requirements,ordering requirements, specialized delivery,etc.Any Supplemental Agreement or contract developed as a result of this Agreement is Non-JOC Vendor Agreement Ver.D7302019.rp Page 5 Cooperative Purchase Page 11 of 18 exclusively between the TIPS Member entity customer and the Vendor.TIPS,its agents,TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer,shall not be made party to any claim for breach of such agreement unless named and agreed by the Party in question in writing in the agreement.If a Vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional agreement,those agreements shall comply with the award made by TIPS to the Vendor.Supplemental Vendor's Agreement documents may not become part of TIPS's Agreement with vendor unless and unt€l an authorized representative of TIPS reviews and approves it. TIPS review and approval may be at any time during the life of this Vendor Agreement.TIPS permits TIPS Members to negotiate additional terms and conditions with the Vendor for the provision of goods or services under the Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement. Survival Clause All applicable sales,leases,Supplemental Agreements,contracts,software license agreements,warranties or service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement.All Orders,Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor prior to the expiration or termination of this agreement,shall survive expiration or termination of the Agreement,subject to previously agreed terms and conditions agreed by the parties or as otherwise specified herein relating to termination of this agreement. Legal obligations It is the responding Vendor's responsibility to be aware of and comply with all local,state and federal laws governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor Agreement and any awarded Agreement thereof.Applicable laws and regulations must be followed even if not specifically identified herein. Audit rights Due to transparency statutes and public accountability requirements of TIPS and TIPS Members',the awarded Vendor shall,at their sole expense,maintain appropriate due diligence of all purchases made by TIPS Member that utilizes this Agreement.TIPS and Region 8 ESC each reserve the right to audit the accounting of TIPS related purchases for a period of three(31 years from the time such purchases are made.This audit right shall survive termination of this Agreement for a period of one(1)year from the effective date of termination. In order to ensure and confirm compliance with this agreement,TIPS shall have authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS Members with 30 days'notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without notice. Notwithstanding the foregoing,in the event that TIPS is made aware of any pricing being offered to eligible entities that is materially inconsistent with the pricing under this agreement,TIPS shall have the ability to conduct the audit internally or may engage a third-party auditing firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the terms of this Agreement.In the event of an audit,the requested materials shall be reasonably provided in the time,format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random audit the TIPS transaction documentation more than once per calendar year,but reserves the right to audit for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member. Force Majeure If by reason of Force Majeure,either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon,and the obligation of the party giving such notice,so far as it is affected by such Force Majeure,shall be suspended during the continuance of the inability then claimed,except as hereinafter provided,but for no longer period, Non-JOC Vendor Agreern ant Ver.07302019.rp Page 6 Cooperative Purchase Page 12 of 18 and such party shall endeavor to remove or overcome such inability withal I reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process,however described,shall be governed by,construed and enforced In accordance with the laws of the State of Texas,regardless of any conflict of laws principles. Venue,Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract Issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding,waives any objection it may now or hereafter have to venue or to convenience of forum,agrees that ail claims in respect of the Proceeding shall be heard and determined only in any such court,and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court.The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing,voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process,other than litigation,between TIPS and the Vendor shall be located in Camp or Titus County,Texas. Project Del Ivery Order Procedures The TIPS Member having approved and signed an interlocal agreement,or other TIPS Membership document,may make a request of the awarded vendor under this Agreement when the TIPS Member desires goods or services awarded to the Vendor.Notification may occur via phone,the web,courier, email,fax,or in person.Upon notification of a pending request,the awarded vendor shall acknowledge the TIPS Member's request as soon as possible,but must make contact with the TIPS Member within two working days. Status of TIPS Members as Related to This Agreement TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the proposal information and all related documents. TIPS Members have all the same rights under the awarded Agreement as TIPS. Vendor's Resellers as Related to This Agreement Vendor's Named Resellers under this Agreement shall comply with all terms and conditions of this agreement and all addenda or incorporated documents.All actions related to sales by Authorized Vendor's Resellers under this Agreement are the responsibility of the Awarded Vendor.If Resellers fall to report sales to TIPS under your Agreement,the awarded Vendor is responsible for their contractual failures and shall be billed for the fees. The awarded vendor may then recover the fees from their named reseller. Support Requirements If there is a dispute between the awarded vendor and TIPS Member,TIPS or its representatives will assist in conflict resolution or third party if requested by either party.TIPS,or its representatives,reserves the right to inspect any project and audit the awarded Vendor's TIPS project files,documentation and correspondence related to the requesting TIPS Member's order.If there are confidentiality requirements by either party,TIPS shall comply to the extent permitted by law. Non-JOC Vendor Agreement Ver.07302019.rp Page 7 Cooperative Purchase Page 13 of 18 Incorporation of Solicitation The TIPS Solicitation which resulted in this Vendor Agreement,whether a Request for Proposals,the Request for Competitive Sealed Proposals or Request for Qualifications sollcitation,or other,the Vendor's response to same and all associated documents and forms made part of the solicitation process,including any addenda,are hereby incorporated by reference into this.Agreement as if copied verbatim. SECTION HEADERS OR TITLES THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT. STATUTORY REQUIREMENTS Texas governmental entities are prohibited from doing business with companies that fall to certify to this condition as required by Texas Government Code Sec.2270. By executing this agreement,you certify that you are authorized to bind the undersigned Vendor and that your company(1)does not boycott Israel;and(2) will not boycott Israel during the term of the Agreement. You certify that your company is not listed on and does not and will not do business with companies that are on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas Gov't Code 2270.0153 found at https:llcomptroller.texas.gov/purchasing/dotslforeign- terrorlst.odf You certify that if the certified statements above become untrue at any time during the life of this Agreement that the Vendor will notify TIPS within three(3)business day of the change by a letter on Vendor's letterhead from and signed by an authorized representative of the Vendor stating the non-compliance decision and the TIPS Agreement number and description at: Attention:General Counsel ESC Region B/The interlocal Purchasing System(TIPS) 4845 Highway 271 North Pittsburg,TX,75686 And by an email sent to bids[@tips-usa.com Insurance Requirements The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract holders. General Liability $1,000,000 each Occurrence/Aggregate Automobile Liability $300,000 Includes owned,hired&non-owned Workers'Compensation Statutory limits for the jurisdiction in which the Vendor performs under this Agreement. Umbrella Liability $1,000,000 When the contractor or its subcontractors are liable for any damages or claims,the contractors'polity,when the Vendor is responsible for the claim,must be primary over any other valid and collectible insurance carried by the District.Any immunity available to TIPS or TIPS Members shall not be used as a defense by the contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in no way limit the liability of the Contractor(s).Insurance shall be written by a carrier with an A-;VII or better rating in accordance Non-JOC Vendor Agreement Ver.07302019.rp Page 8 Cooperative Purchase Page 14 of 18 with current A.M.Best Key Rating Guide. Only deductibles applicable to property damage are acceptable, unless proof of retention funds to cover said deductibles is provided."Claims made"policies will not be accepted. Vendor's required minimum coverage shall not be suspended,voided,cancelled,non-renewed or reduced in coverage or in limits unless replaced by a policy that provides the minimum required coverage except after thirty(30)days prior written notice by certified mail,return receipt requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order Is ongofng. Upon request,certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member. Special Terms and Conditions • Orders: All vendor orders received from TIPS Members must be emalied to TIPS at tlpspo@tips- usa.com.Should a TIPS Member send an order directly to the Vendor,it is the Vendor's responsibility to forward a copy of the order to TIPS at the email above within 3 business days and confirm its receipt with TIPS. • Vendor Encouraging Members to bypass TIPS agreement:Encouraging TIPS Members to purchase directly from the Vendor or through another agreement,when the Member has requested using the TI PS cooperative Agreement or price,and thereby bypassing the TIPS Agreement is a violation of the terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS Program. ■ Order Confirmation:All TIPS Member Agreement orders are approved daily by TIPS and sent to vendor. The Vendor should confirm receipt of orders to the TIPS Member(customer)within 3 business days. ■ Vendor custom webslte far TIPS:If Vendor is hosting a custom TIPS website,updated pricing when effective.TIPS shall be notified when prices change in accordance with the award. ■ Back Ordered Products: If product is not expected to ship within the time provided to the TIPS member by the Vendor,customer is to be notified within 3 business days and appropriate action taken based on customer request. The TIPS Vendor Agreement Signature Page is inserted here. Non-JOC Vendor Agreement Ver.07302019.rp Page 9 Cooperative Purchase Page 15 of 18 TIPS Vendor Agreement Signature Form RFP 200105 Technology Solutions,Products and Services Company Name Lakeshore IT Solutions, Inc. Address 123 S US Highway 12, #101 City Fox Lake State I L Zip 60020 Phone 888-700-2788 Fax 847-886-9122 Email of Authorized Representative rian@lakeshoreit.com Name of Authorized Representative Rian Yablun Title President Signature of Authorized Representative Date 2116/20 TIPS Authorized Representative Name Meredith Barton Title Chief Operating Officer TIPS Authorized Representative Signatur —Kcal�—L Approved by ESC Region 8 Date 5/6/2020 Page 10 of 10 Cooperative Purchase Page 16 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. 1 Name of vendor who has a business relationship with local governmental entity. Lakeshore IT Solutions, Inc. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B 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 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 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 ❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 07/22/2020 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code§176.0010-a): "Business relationship"means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an agency of a federal,state,or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to,that agency. Local Government Code§176.003(a)(2)(A)and(B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than$100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed;or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code§ 176.006(a)and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any gift described by Section 176.003(a-1);or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity;or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection(a);or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015