HomeMy WebLinkAboutContract 57303 CSC No.57303
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between VOICE
PRODUCTS,INC.,a Kansas Corporation("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—Voice Products Quote NICE 2022 Maintenance Renewal
3. Exhibit B—General Services Administration (GSA) Schedule GS-35F-0126Y; 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 tenns 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 not exceed 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 January 3, 2023. City shall be able to renew this
agreement for four(4) one-year options by written agreement of the parties.
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
Cooperative Purchase CITY SECRETARY
FT. WORTH, TX
To CITY: To VENDOR:
City of Fort Worth Voice Products, Inc.
Attn. Valerie Washington, Assistant City ATTN: Legal Department
Manager 8555 E 32"d St. N
200 Texas Street Wichita, KS 67226
Fort Worth, TX 76102-6314 Facsimile: 316-263-1823
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(e) 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 11
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 11
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:
Valerie washin ton By signing I acknowledge that I am the person
By, Valerie Washington(Mart ,202211:17CDT) responsible for the monitoring and administration
Name: Valerie Washington of this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Mar25,2022
APPROVAL RECOMMENDED: By: Steven Vandever(Mar 23,202211:0°CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director _
as FORT �a / �-
/ �o°°
ATTEST: �,o� °°°�oad� BY
Name: Taylor Paris
pv° =d Title: Assistant City Attorney
o.
.7�`I`IG��G C7000��GG °a��TEX p5ga CONTRACT AUTHORIZATION:
By; Jan nette S.Goodall(Ma
r 28,2022 07:28 CDT) bpaaap
Name: Jannette Goodall M&C: NIA
Title: City Secretary
VENDOR:
Vendor
By:
Name:
Title: ,!
Date: U J•2�.'2Z
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Wage 4 of 11
Exhibit A
Voice Products NICE 2022 Maintenance Renewal
Intent. s.
o-
Preparetl for tarty of Fort Worth PD
iceProducts
Proposal for NICE 2022 Maintenance Renewal
SclT�ciule,;,,
Contract Manager.Ural(Johnson
Quolo Dalo:312112022 Contract Managor Phano:900,490.1162
Quote Expiralion Date:Y31l2022 Contract Manager Email
llua n3tat4eaU JusteU nhattc <.
9tty.&�3`-sate"m Votskin Ma3rilartinio:Cdsi . ,,.....: .Tolm
.;�MaTnlananca Cast
PS.MNT-ENH-DIR-WFMAUvanceU 10A ent$ $24,045.00 1 04A)11�022-03131R{323 I 52UN3,00
'� ,:�, 4,0q •; _._�::oral: uo;or. 2 3.� . 4�4 ;
"nil.pddn5dwn nor rneo�r qpFlaelr trdu'W.uHror W.-.1 m.r.
NOTICE:
In Order to ensure that there is 1101apse in covor rgo of the raintenance Services,Vace Products Inc.must receive customers purchase order ruled to the fees for the maintenance
services term quoted haruin prior to rho applicaWo contmencoment date of such maintonance corvicos term.
Vocie Products INXI!shallnot provide maintenance services beyotrd the end dale of the current maintenance service term if the purchase mleris not received priorto such
commoncemem date.
Cooperative Purchase Page 5 of 11
Exhibit B
Voice Products GSA Schedule GS-35F-0126Y
lit s://www. saelibi-ar sa. ov/ElibMain/contractorInfo.do?contractNu ber=GS-35F-
0126Y&contractorName=VOICE-FPRODUCTS%2C+INC.&execute uer =YES
GENERAL SERVICES ADMINISTRATION
FEDERAL SUPPLY AND SERVICE
AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST
On-line access to contract ordering information,terms and conditions,up-to-date pricing,and the option to create an
electronic
delivery order are available through GSA Advantage!, a menu-driven database system.The INTERNET address GSA
Advantage!
is:GSAAdvantage.gov.
33411 Purchase Of New Equipment-SUBJECT TO COOPERATIVE PURCHASING
FSC/PSC Class 5805 TELEPHONE AND TELEGRAPH EQUIPMENT
Audio and Video Teleconferencing Equipment
FSC/PSC Class 5895 MISC COMMUNICATION EQ
Miscellaneous Communications Equipment
FSC/PSC Class 7010 ADPE SYSTEM CONFIGURATION
Other System Configuration Equipment Not Elsewhere Classified
FSC/PSC Class 7025 ADP INPUT/OUTPUT&STORAGE DEVICES
Other Input/Output and Storage Devices Not Elsewhere Classified. Provide specific information.
Storage Devices, including Magnetic Storage, Magnetic Tape Storage and Optical Disk Storage
FSC/PSC Class 7042 MINI & MICRO COMPUTER CONT DEVICES
Microcomputer Control Devices
811212 - EQUIPMENT MAINTENANCE(FPDS Code J070 - Maintenance and Repair Service)(Repair Parts/Spare
Parts -See FSC Class for basic equipment)
-Maintenance
-Rcpair Service
-Repair Parts/Spare Parts
SPECIAL ITEM NUMBER 511210-SOFTWARE LICENSES
Software maintenance as a product includes the publishing of bug/defect fixes via patches and
updates/upgrades in function and technology to maintain the operability and usability of the software
product. It may also include other no charge support that are included in the purchase price of the product
in the commercial marketplace. No charge support includes items such as user blogs, discussion forums,on-
line help libraries and FAQs(Frequently Asked Questions), hosted chat rooms, and limited telephone,email
and/or web-based general technical support for user's self diagnostics.
Software maintenance as a product does NOT include the creation,design, implementation,integration,etc.
of a software package. These examples are considered software maintenance as a service.
Cooperative Purchase Page 6 of 11
FSC CLASS 7030 - INFORMATION TECHNOLOGY SOFTWARE
Large Scale Computers
Operating System Software
Application Software
Electronic Commerce(EC)Software
Utility Software
Communications Software
Core Financial Management Software
Ancillary Financial Systems Software
Special Physical,Visual,Speech,and Hearing Aid Software
Microcomputers
Operating System Software
Application Software
Electronic Commerce(EC)Software
Utility Software
Communications Software
Core Financial Management Software
Ancillary Financial Systems Software
Special Physical,Visual,Speech,and Hearing Aid Software
NOTE: Offerors are encouraged to identify within their software items any component interfaces that support open
standard interoperability. An item's interface may be identified as interoperable on the basis of participation in a
Government agency-sponsored program or in an independent organization program. Interfaces may be identified by
reference to an interface registered in the component registry located at http://www.core.gov.
SPECIAL ITEM! NUMBER 541.51. - MAINTENANCE OF SOFTWARE AS A SERVICE
Software maintenance as a service creates,designs,implements,and/or integrates customized changes to
software that solve one or more problems and is not included with the price of the software. Software
maintenance as a service includes person-to-person communications regardless of the medium used to
communicate:telephone support, on-line technical support, customized support, and/or technical expertise
which are charged commercially.
Software maintenance as a service is billed arrears in accordance with 31 U.S.C.3324.
VOICE PRODUCTS, INC.
8555 E 32ND ST N
Wichita, KS 67226-2611
T: 316-616-1111
F: 316-263-1823
www.voiceproducts.com
Contract Number: GS-35F-0126Y
Period Covered by Contract: January 4,2022 to January 3,2027
Cooperative Purchase Page 7 of 31
General Services Administration
Federal Acquisition Service
Pricelist current through Modification It 0073 ,dated 01/04/22_.
Products and ordering information in this Authorized FSS Information Technology Schedule Pricelist are also
available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal
Acquisition Service's home Page via the Internet at http://www.fss.gsa.gov/
(ii) CUSTOMER INFORMAT€ON: The following information should be placed under this heading in consecutively
numbered paragraphs in the sequence set forth below. If this information is placed in another part of the Federal
Supply Schedule Price List,a table of contents must be shown on the cover page that refers to the exact location of
the information.
la. Table of awarded special item number(s)with appropriate cross-reference to item descriptions and
awarded price(s). 811212,511210,54151,33411
See attached price list.
1b. Identification of the lowest priced model number and lowest unit price for that model for each special item
number awarded in the contract. This price is the Government price based on a unit of one,exclusive of
any quantity/dollar volume,prompt payment,or any other concession affecting price. Those contracts that
have unit prices based on the geographic location of the customer,should show the range of the lowest
price,and cite the areas to which the prices apply. See Price List
1c. If the Contractor is proposing hourly rates,a description of all corresponding commercial job titles,
experience,functional responsibility and education for those types of employees or subcontractors who will
perform services shall be provided. If hourly rates are not applicable,indicate"Not applicable"for this
item.N/A
2. Maximum order.$500,000 USD
3. Minimum order.$100 USI]
4. Geographic coverage(delivery area).The 48 Contiguous States and the District of Colombia,
Alaska, Ilawaii,Puerto Rico and International
S. Point(s)of production(city,county,and State or foreign country).Various
6. Discount from list prices or statement of net price.See Price List-Net
7. Quantity discounts.2%on orders>$500,000
s. Prompt payment terms.1%10/Net 30 Days
9a. Notification that Government purchase cards are accepted at or below the micro-purchase threshold.
Accepted
9b. Notification whether Government purchase cards are accepted or not accepted above the micro-purchase
threshold.Accepted
10. Foreign items(list items by country of origin).See Price List
Cooperative Purchase Page 8 of 11
11a. Time of delivery. (Contractor insert number of days.)Within 30 Days ARO
11b. Expedited Delivery. Contact the Contractor
11c. Overnight and 2-day delivery. The Contractor will indicate whether overnight and 2-day delivery are
available. Also,the Contractor will indicate that the schedule customer may contact the Contractor for
rates for overnight and 2-day delivery.Contact the Contractor
11d. Urgent Requirements. The Contractor will note in its price list the"Urgent Requirements"clause of its
contract and advise agencies that they can also contact the Contractor's representative to effect a faster
delivery.Contact the Contractor
12. F.O.B.points). The 48 Contiguous States&The District of Columbia are FOB Destination.Alaska,Hawaii,
Puerto Rico and Overseas are F.O.B.inland carrier point of exportation.
13a. Ordering address(es). Voice Products Inc,8555 E 32nd St N,Wichita,KS 67226
13b. Ordering procedures: For supplies and services,the ordering procedures,information on Blanket Purchase
Agreements(BPA's)are found in Federal Acquisition Regulation(FAR)8.405-3.
14, Payment address(es).Voice Products Inc,8555 E 32nd St N,Wichita,KS 67226
15. Warranty provision.SCW
16. Export packing charges,if applicable.N/A
17. Terms and conditions of Government purchase card acceptance(any thresholds above the micro-purchase
level).Accept above the micro-purchase Level
18. Terms and conditions of rental,maintenance,and repair(if applicable).N/A
19. Terms and conditions of installation(if applicable].N/A
20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices(if
applicable),N/A
20a. Terms and conditions for any other services(if applicable).N/A
21. List of service and distribution points(if applicable).N/A
22. List of participating dealers(if applicable).N/A
23. Preventive maintenance(if applicable).N/A
24a. Special attributes such as environmental attributes(e.g.,recycled content,energy efficiency,and/or reduced
pollutants).
24b. If applicable,indicate that Section 508 compliance information is available on Electronic and Information
Technology(EIT)supplies and services and show where full details can be found(e.g.contractor's website or
other location.) The EIT standards can be found at: www.Section508.gov/.N/A
25. Data Universal Number System(DUNS)number.613337893
26, Notification regarding registration in(SAM)database.Current Cage#1GSN5
Cooperative Purchase Page 9 of 11
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire roftects changos made to the law by H.B.23,841h Leg., Rogular Sosslon. OFFICEUSEONLY
This gtesdonnalre is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Daw Rcaaivod
has a business relationship as defined by Section 176,001(1•a)svlllt a local governmental entity and the
vendor moers requirement/under 54cdon 176.006(a).
By low 111is questionnaire must be filed with the records acirninisirator of the local governmental entity not later
lhvh the 701 lxrsinaes day after die date the vendor bacomes aware o[[acts diet require the statement to be
filed Sea Section 176.006(a•1),Local Goverrvngnt Code
A vendor commits an offense if the vendor knowingfy violates Section 176,006,Local Government Code An
offense wider this soc6on is a micdemeanor.
jJ Name of vendor who has a business relationship withlocal governmental entity.
OIL'
2 II Peck this box if you are filing nn update to a previously filed questionnaire.(The law requires that you file an updated
L--V0ompleted questionnaire with the appropriate filing authorily not later than the 71h business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local govern
ment officcr about whom the information is being disclosed.
tAYDHA
Name of Officer
4 Describe each employment or other business relationship with line local government officer,or a family member of the
officer,as described by Section 170.003(a)(2)(A). Also describe any family relationship with the local government officer,
Complete subparts A rind B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the focal govemmsnl officer or a family member of the officer receiving or likely to receive taxable income,
other than investient income,from the vendor?
Yes No
B. Is the vendor receiving or likely a receive taxable income,other than investment income,from or at the direction
of the local government officer or a fatuity member of the officer AND the taxable Income is not received from the
local governmental entity?
El Yes � No
5 Describe each employment or business re alionship that the vendor named in Section t maintains with a corpornGon 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 it 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)(e), excluding gifts described in Seclica 176.003(a-1).
L P�1-
e 3 22_VL-
Signatrile of vendor doing business with The govenunental entry Date
Form provided by Texas Ethics Commission www.ethics.state.tx,us Revised ii 3012015
Cooperative Purchase Page 10 of 11
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at htlp:/Avww.statutes.leg is.state.tx.usl
Docs1LGlhtmILG.176,htm.For easy reference,below are some of the sections cited on this form.
Local Government Code_§176.001 1-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 oran
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terns available to the public;or
(C) a purchase or lease of goods or services from a person Ill at 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)_anci LE:
(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 focal government officer Ora
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 10 the local government ofticer or a family member of the officer one or more gifts
that have an aggregate value o1 more than$100 in the 12-monIli period preceding the dale 111e
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(fi) the local governmental entity is considering entering into a contract with the vendor.
Local Government Cod® 176.006 a and a-1
(a) Avendor shall file a completed conflictof 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,describers by Section 176.003(a)(2)(A);
(2) has givers a local government officer of that local governmental entity,or a family member of the
officer,one or more gilts 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:
(i) 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 governmento fficer.
Form provided by Texas i_tNes Commission wvrvr.etliics.stata.tx.us Revised 11130r2e15
Cooperative Purchase Page 11 of 11