HomeMy WebLinkAboutContract 57662 CSC No.57662
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between
SOFTWARE ONE, 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—The Interlocal Purchasing System (TIPS) 210101 Summary;
3. Exhibit B — The Interlocal Purchasing System (TIPS) 210101
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 in accordance with Exhibits A and B and 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 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. City shall be able
to renew this agreement for three (3) 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.
OFFICIAL RECORD
Cooperative Purchase CITY SECRETARY ge 1 of 24
FT. WORTH, TX
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 CITY: To VENDOR:
City of Fort Worth Software One, Inc.
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager 20875 Crossroads Cir. Suite 1
200 Texas Street Waukesha, WI 53186
Fort Worth, TX 76102-6314 Facsimile: N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
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 promptly 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 and any resulting direct 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. 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 2 of 24
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
Valerie Washington(Jun 9,2022 09:16 CDT) responsible for the monitoring and administration of
By. Name: Valerie Washington this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Jun 9,2022
APPROVAL RECOMMENDED: By: Steven Vandever(Jun 8,202212:28 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By: Mark Deboer(Jun 8,202215:24 CDT)
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST: By.
Name: Taylor Paris
Title: Assistant City Attorney
7G1�'l�'lGI��GI c) GDOG�GILL CONTRACT AUTHORIZATION:
B Jannette S.Goodall(Jun 9,2022 07:01 HST)
Name: Jannette Goodall bpF FOR7r
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Title: City Secretary 00.0 A, °o0pdd
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VENDOR: �d� 0,00 °°o 4,0d
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Software One, Inc. a nn000000 p
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By: David P Stange[(May 26,20 08:57 CDT)
Name: David Stangel
Title: SLED Market Leader
Date: May 26, 2022
Signature: �enHrfer�abbre
Email: jennifer.fabbre@softwareone.com OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 3 of 24
Exhibit A
SoftwareOne TIPS 210101
httvs://tips-
usa.com/vendorProfile.cfm?RecordID=A575F78C2291E3AEFDD43A064C08417F
VENDOR SoflwareOne Inc,
Dept. CH 10768 Palatine IL,60055-0768
WEBSITE www.softwareone,cc)tin en-us
SoftwareQNE has been recognized as a leading Microsoft LSP and
third largest State and Local Government (SLG) reseller for
Microsoft in the U.S_ our expert consultants also help clients
SERVICE/PRODUCTS provision licensing from over 9,000 other publis hers-SoftwareONE's
DESCRIPTION 3000 technology consult-ants across 145 countries helps customers
optimize their software spend by ensuring their IT investments are
cost-effectively road mapped from a compliance, commercial, and
technical perspective using our comprehensive Software Portfolio
Management and Software Asset Management rnelhodologies.
CONTRACT_ 210101 Technology Solutions. Products and Services
End Date: May-31-2026 EDGAR COMPLIANCE Vievu Der
Cooperative Purchase Page 4 of 24
Exhibit B
Software One Inc. TIPS #210101
Cooperative Purchase Page 5 of 24
T1 PS VENDOR AGREEMENT
Between SOFTWARE ONE, INC, aid
THE INTERLOCAL PURCHASING SYSTEM (TIPS)
For
RFP 210101 Technology Solutions Products and Services
General Information
The Vendor Agreement(„Agreerrrertt )matte and entered frito by and bctWL-Qn The Interlacal
Purchasing Systern(hereinafter referred to as'795" respectfully)a government cooperative
purch3asing program authorized by the Region 8 Education Service Center,having its principal place
of lushness at 4845 US Hwy 271 North, Pittsburg,Texas 756B6.This Agreement consists of the
provisions set forth below, including provisions of all Attachments referenced fie rein.In the-event
of a coriffict between the provisions set forth below and those contairred in any Atta.cbrnem,the
pruvisioris set"h shall control.
The vendor Agreement shall inctu and incorporate by reference this Agreement,the terms and
conditions,special terms and conditions,a ny agreed u pon amendments,as well as all of the sections
of the solicitation as posted,including any addenda and the awarded vendor's proposal.other
documents to be included are the awarded vendor's Proposals,task orders,purchase orders and any
adrustrnents which}have beery issued.If deviations arc su bm tEed to TI PS by Vhe proposing vendor as
provided by and withln the solidtation process,this Agreemem may be amended to Incorporate any
agreed deviations-
The following pages wit I constitute the Agreement between the successfu l vendor sis)a nd T1 P5,
8iddefis shall state,in a sepa rate wrift and include with their proposal response,any required
exceptions or deAkionsfrom these terms,conditions,and spec&atior,s.If agreed to by rtIPS,they
will be incorporate into the frnal Agreement.
A Purchase Order, Agreement or Contract is the TIPS Members approval providing the
authority to proceed with the negotiated delivery order under the Agreement.5pecial
terms and conditions as agreed to between the vendor and TIPS Member should be added
as addenda to the Fu#ch7ase Order, Agreement or Contract, Items such as certificate of
insurance, bonding requirements, small o r disadva nta ged business goals are some of the
addenda pcssibfe.
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Terms and Conditions
Definitions
"Deliverables"means all documents,products and materials developed by Vendor exclusively for
the applicable TIPS Member as a part of the Services and are identified in a Statement of Work.
Deliverables may include:data,reports,and specifications.
"Intellectual Property Rights"means patents,rights to inventions,copyrights,software,
trademarks,trade names,service marks,logos,trade secrets,Confidential Information,
Knowledge Capital,compilations,diagrams,layouts,mask works,know-how database rights,
designs,methods,processes,formulas,rights to use and other proprietary rights and privileges,
whether registered or unregistered,together with all improvements,modifications,
enhancements,and derivative works to all of the foregoing,and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any part of the world.
"Knowledge Capital"means the ideas,concepts,know-how,skills,methodologies,and
techniques,whether possessed by Vendor prior to the commencement of the Agreement or
developed,modified,improved,or refined by Vendor during the course of performance of the
Services.
"Licenses"means the permission granted by a Licensor to the applicable TIPS Member,allowing
the applicable TIPS Member to exercise certain privileges with respect to its software.The
Licenses to be supplied or made available under this Agreement will be listed in the respective
Order Confirmation(s)and may include,temporary usage rights,updates and upgrades,patches
or any other changes offered by the Licensor.
"Licensor"means the legal entity that is the owner of the intellectual property in the software,
with the authority to define the terms and conditions of the use of the software and Licenses.
"Order Confirmation"means Vendors binding acceptance of the applicable TIPS Member's order
containing the details of the Licenses,the price and other terms agreed upon by the parties.For
the avoidance of doubt,an automatically generated response by Vendor which does not state the
details of the License(s),the price and other applicable terms or the applicable TIPS Members
order is not sufficient to constitute a valid Order Confirmation.
"Services"means the services to be provided by Vendor to the applicable TIPS Member under
this Agreement,as described in the applicable Statement of Work.
"Statement of Work"means a written contract entered into under this Agreement describing the
Services,requirements and Deliverables.
`TIPS Member'means any entity that has joined The Interlocal Purchasing System(TIPS),a
department of Texas Education Service Center Region 8,through our online system or through
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written documentation,which process varies depending on the entity and the controlling
jurisdictions. TIPS maintains a list of all Member entities which is available to all TIPS Vendors.
"Vendor IP"means Vendor's Intellectual Property Rights and Knowledge Capital.
Scope of Relationship
The Agreement is non-exclusive,and either party may enter into agreements with third parties
for similar Licenses and Services.Nothing in this Agreement obligates the applicable TIPS Member
to enter into a Statement of Work or to purchase any particular quantity(whether in volume,
monetary terms or duration)of Licenses or Services.Nothing in this Agreement shall obligate
Vendor to provide Licenses or Services to any TIPS Member.
Licenses
The applicable TIPS Member shall submit its purchase orders for Licenses in writing,via online
tool or email.The applicable TIPS Member modify or cancel any purchase order for Licenses at
any time prior to Vendor placing its order for Licenses with the Licensor.The applicable TIPS
Member shall inspect the Licenses received within a reasonable time(but not exceeding five(5)
Business Days)from the date of receipt,to ensure that the Licenses delivered are in the correct
quantity and type.In the event of errors in the quantity or type of Licenses,or to the extent
allowed by the Licensor's return policies,the applicable TIPS Member may return the Licenses.
Vendor shall supply the Licenses specified in its Order Confirmation in accordance with the terms
of this Agreement.Vendor may deliver the Licenses by electronic transmission,electronic access,
download or other method provided by the Licensor.If electronic delivery is not possible,Vendor
may deliver Licenses by arranging shipment to Customer's address.Vendor will deliver the
Licenses to the location on the date identified in the Order Confirmation.Vendor shall
immediately inform the applicable TIPS Member of any delays in the delivery of the Licenses,and
shall provide the applicable TIPS Member with the reason for and anticipated duration of the
delay.
Services
Vendor shall:(a)perform the Services with appropriate care and skill,to a high professional
standard and in accordance with the specifications of the applicable Statement of Work;(b)
ensure that the Services conform with the agreed description and specifications provided in the
form of a written Statement of Work signed by the parties;(c)ensure that the Services and
Deliverables will be provided in accordance with the provisions of the relevant Statement of Work
and all applicable laws,rules and regulations;and(d)observe all health and safety rules as well as
regulations and any other guidelines that apply on the applicable TIPS Member's premises.
Vendor will make reasonable efforts to meet all milestones deliveries as specified in the
Statement of Work.Vendor shall communicate any expected delays in the milestones delivery
dates to the applicable TIPS Member.Vendor will be entitled to cure a delayed performance
within ten(10)Business Days of receiving notice from the applicable TIPS Member.
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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"or other similar indication.Otherwise,all 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.
Warranty Conditions
Each party represents and warrants that:(a)it has all necessary authority to enter into the
Agreement and perform all obligations hereunder;(b)it has no outstanding obligations
(written,oral or implied)that would prevent it from performing its obligations under the
Agreement;(c)its performance will not violate any federal,state or local laws,rules,
regulations,ordinances or orders or any other obligations;(d)it is a valid legal entity organized
and existing under the applicable state and federal laws,rules and regulations;(e)the
Agreement represents a valid,legal and binding contract between the parties in accordance
with its terms;and(f)its performance of its obligations under the Agreement will not violate
any judgment by which it is bound,or any applicable law or regulation.
All new Licenses shall include manufacturer's minimum standard warranty unless otherwise
agreed to in writing.Vendor shall be legally permitted to sell,or an authorized dealer,
distributor or manufacturer for all Licenses offered for sale to TIPS Members.
Vendor represents and warrants that:(a)it will perform the Services and deliver Licenses using
personnel with the abilities,qualifications and experience in accordance with the Agreement;
and(b)it will perform the Services in a professional and workmanlike manner and in
accordance with the applicable Statement of Work and all applicable laws,rules,and
regulations.
EXCEPT AS STATED HEREUNDER,VENDOR HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY
KIND,INCLUDING MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NON-
INFRINGEMENT,TITLE,OR ARISING FROM A COURSE OF DEALING,USAGE OR TRADE PRACTICE.
IN NO EVENT WILL VENDOR,ITS SHAREHOLDERS,DIRECTORS,OFFICERS,EMPLOYEES OR OTHER
REPRESENTATIVES BE LIABLE FOR SPECIAL,INDIRECT,CONSEQUENTIAL,OR PUNITIVE DAMAGES
RELATED TO ANY LICENSE SOLD.
All Licenses supplied by Vendor are subject to the applicable Licensor warranty.Vendor hereby
assigns,to the extent assignable,to the applicable TIPS Member the warranties and
indemnities authorized by the Licensor.Vendor shall assist the applicable TIPS Member with
the handling of any associated claims or issues with the Licensor.TIPS acknowledges that
Vendor is not the publisher or developer of the Licenses and the only warranties or indemnities
are those of Licensor.
The applicable TIPS Member will enter into a EULA or other agreement with the Licensor,and
that such agreement(s)will outline all the warranties and representations offered by the
Licensor to the applicable TIPS Member with respect to the Licenses purchased.
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Any other document relating to the purchase of Licenses submitted to Vendor that includes any
warranty to the applicable TIPS Member,or that includes language that may create a liability
for Vendor,or conflicts with the Agreement,is null and void.
Customer Support
The Vendor or the software publisher shall provide timely and accurate customer support to
TIPS Members,if such support is provided by the software publisher in any End User License
Agreement(EULA).
Agreements
All Agreements and agreements between Vendors and TIPS Members shall strictly adhere to
the statutes that are set forth in the Uniform Commercial Code as most recently revised.
Agreements for purchase will normally be put into effect by means of a purchase order(s)
executed by authorized agents of the participating government entities.
Tax exempt status
This Agreement will only apply between Vendor and the United States TIPS Members only,and
not with,or for the benefit of any foreign affiliate or non-US government entity of TIPS.Neither
party will be entitled to allow an affiliate or subsidiary to participate in this Agreement.If,
notwithstanding this provision,an affiliate,subsidiary or non-US government entity were to
place an order with Vendor,irrespective of an explicit consent or tacit acceptance by the party,
then such an order would solely be governed by the Vendor Terms and Conditions located at
www.softwareone.com.TIPS shall indemnify Vendor for losses and liabilities,including
reasonable attorneys'fees arising from its breach of this section.
TIPS Members,solely for purposes of this section"Tax Exempt Status",is defined as any
governmental entity within the United States that holds complete or partial tax exemptions.
Any TIPS Member that is a non-profit according to Internal Revenue regulations are tax exempt
ONLY to the extent local,state,or federal regulations,rules,or statutes permit.All other
references to'TIPS Members"within this Agreement will refer to the term'rips Member"as
defined under the definition section of this Agreement.
A taxable item sold,leased,rented to,stored,used,or consumed by any of the following
governmental entities is exempted from the taxes imposed by this chapter:(1)the United
States;(2)an unincorporated instrumentality of the United States;(3)a corporation that is an
agency or instrumentality of the United States and is wholly owned by the United States or by
another corporation wholly owned by the United States;(4)the State of Texas;(5)a Texas
county,city,special district,or other political subdivision;or(6)a state,or a governmental unit
of a state that borders Texas,but only to the extent that the other state or governmental unit
exempts or does not impose a tax on similar sales of items to this state or a political subdivision
of this state.Texas Tax Code§151.309.Most TIPS Members are tax exempt and the related
laws of the jurisdiction of the TIPS Member shall apply.
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Assignments of Agreements
No assignment of Agreement may be made without the prior written approval of TIPS;
provided,however,that Any Change in Control of Vendor will not be considered an assignment
of the Agreement,for which TIPS'prior written consent is required."Change in Control"means
any of the following: (i)a public offering of securities on a recognized exchange;(ii)any
purchase or sale of securities held by employees or angel investors;(iii)any purchase or sale of
securities held by private equity or venture capital firms;or(iv)a sale of all or substantially all of
the assets of seller,whether in a single transaction or a series of transactions,a merger,
consolidation,or any other transaction or arrangement the effect of which is that fifty percent
(50%)or more of the total voting power entitled to vote in the election of the board of directors
is held by a person or persons other than the shareholders of the acquired company who,
individually or as a group,held fifty percent(50%)or more of such voting power immediately
prior to such event.
Payment can only be made to the awarded Vendor or vendor assigned company.Vendor will
provide TIPS with written notice in the event Vendor under goes a Change in Control.
Disclosures
1. TIPS/ESC Region 8 and Vendor affirms that it 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.
2. TIPS/ESC Region 8 and 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
Members in the TIPS program.
3. TIPS/ESC Region 8 and The Vendor affirms that,to the best of its 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.
Renewal of Agreements
The Agreement with TIPS is for five(5)years with an option for renewal for an additional
one(1)consecutive year.Total term of Agreement can be up to the number of years
provided in the solicitation,if sales are reported through the Agreement and both parties
agree.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 for to end
on May 23,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 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
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enforceable when the vendor receives written confirmation by purchase order or executed
Agreement 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.
Delivery
The Vendor shall deliver ordered products within a commercially reasonable time after the
receipt of the order.
Invoices
The awarded vendor shall submit invoices or payment requests to the TIPS Member
participating entity clearly stating"Per TIPS Agreement#xxxxxxx.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.The Vendor or vendor assigned dealer shall not invoice for partial shipments unless
agreed to in writing in advance by TIPS and the TIPS Member.
Payments
The TIPS Member will make payments directly to the Vendor or vendor assigned dealer
according to the agreement between the TIPS Member and the Vendor or as required by
law whichever is the lessor.
Pricing
Price increases will be honored according to the terms of the solicitation.However,the Vendor
shall honor previous prices for thirty(30)days after written notification to TIPS of an increase.
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 customer.Failure to render the participation fee to TIPS shall constitute a breach
of this agreement and shall be grounds for termination of this agreement and any other
agreement held with TIPS.
Participation Fees
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.Vendor or vendor assigned
dealer Agreements to pay the participation fee for all Agreement sales to TIPS on a monthly
scheduled report.Vendor must login to the TIPS database and use the"Submission
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Report"section to report sales.The Vendor or vendor assigned dealers are responsible for
keeping record of all sales that go through the TIPS Agreement.
Failure to pay the participation fee will result in termination of Agreement. Please contact
TIPS at tips@tips-usa.com or call(866)839-8477 if you have questions about paying fees.
The fee for RFP 210101 is 1%.
Intellectual Property Rights
The Intellectual Property Rights of the Licenses are owned by the Licensor.Vendor does grant
any license nor make any warranty,express or implied in relation to the Intellectual Property
Rights pertaining to the Licenses.All license rights,warranties and indemnities of the Licenses
will either be provided by the Licensor or passed through to the applicable TIPS Member by
Vendor as authorized by the Licensor.Vendor hereby assigns,to the extent assignable,any
license rights,warranties,indemnities or other terms authorized the Licensor to be granted to
the applicable TIPS Member.SoftwareONE shall,however,pass on to the extent relevant the
benefit of any indemnity protections extended to it by the Licensors(in its capacity as reseller/
distributor).
Vendor owns all right,title,and interest in all Vendor IP,whether possessed by Vendor prior to
the commencement of the Agreement or developed or refined by Vendor during the course of
performance the Services.If Vendor includes any Vendor IP or Knowledge Capital within the
Deliverables,then Vendor shall grant the applicable TIPS Member a limited,perpetual,fully paid
up,royalty free,non-exclusive,non-assignable,non-transferrable,revocable isolely for breach
of the license),license to use,copy,modify,enhance,and maintain:(1)the Vendor IP for TIPS
Member's internal purposes and solely to the extent necessary to use the Deliverables;and(ii)
Vendor's Knowledge Capital as embodied in,or to the extent necessary for its use of the Vendor
IP,or the Deliverables for the applicable TIPS Member's internal purposes.
Third Party Intellectual Property Rights delivered as part of the Service will be made available to
the applicable TIPS Member subject to the terms provided by such third party,which Vendor
will make available to the applicable TIPS Member upon request.
Upon full and final payment,Vendor shall grant and hereby grants the applicable TIPS Member a
perpetual,worldwide,fully paid up,royalty free license to use the applicable Deliverables for
internal purposes as envisaged by the parties and provided in each Statement of Work.
TIPS and the applicable TIPS Member shall not and shall not permit any affiliates or third party
to translate,reverse engineer,decompile,recompile,update,or modify any Vendor IP.If TIPS or
the applicable TIPS Member provides any input,comments or suggestions regarding the
Services,Vendor's IP,or Vendor's business or technology plans,including comments or
suggestions regarding the possible creation,development,modification,correction,
improvement or enhancement of the Services or Vendor's IP(collectively"Feedback"),then
TIPS and the applicable TIPS member shall grant and hereby grants Vendor a perpetual,non-
exclusive,world-wide,royalty free,license to use such Feedback without restriction.
Indemnity
Any indemnification and liability provisions relating to third party software licenses will be
provided in the EULA,or other terms or will be flowed down from the software publisher to the
applicable TIPS Member by Vendor as authorized by the software publisher.Vendor does not
assume any liability or provide any warranty or indemnity for third party software licenses.
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To the extent permitted by the constitution and the laws of the jurisdiction of TIPS,ESC Region 8
or any TIPS member,each party(the"Indemnifying Party")agrees to indemnify and hold
harmless and defend the other party,its members,officers and employees(the"Indemnified
Party")from and against 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 third party claims to the extent that the Indemnifying Party has:(i)
breached its representations,warranties or obligations under the Agreement;(ii)has breached
any representation,warranty or obligation to a third party; or(iii)resulting from,Vendor's
actions under this Agreement,including all such causes of action based upon common,
constitutional,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.To the extent permitted by the constitution and the laws of the
jurisdiction of TIPS,ESC Region 8 or any TIPS member the Indemnifying Party further agrees to
indemnify and hold harmless and defend the Indemnified Party from and against all claims and
suits bythird parties for injuries(including death)to an officer,employee,agent,
subcontractors,supplier or equipment lessee of the Indemnifying Party,arising out of,or
resulting from,the Indemnifying Party's work under this Agreement whether or not such claims
are based in part upon the negligent acts or omissions of the Indemnified Party.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.Per Texas Education Code§44.032(f),reasonable
Attorney's fees are recoverable by the prevailing party in any dispute resulting in litigation.
Vendor,will indemnify and defend TIPS,from direct damages arising from any third party claim
that the Deliverables infringe any U.S.patent,copyright,trademark,or trade secret right owned
by such third party.In no event will Vendor have any obligations under this Section or any
liability for any claim or action to the extent that the claim is caused by,or results from:(a)TIPS'
or any TIPS Member's combination or use of the Deliverables with software,services,or
products developed by TIPS or any TIPS Member or third parties;(b)modification of the
Deliverables by anyone other than Vendor;(c)TIPS or any TIPS Member's continued allegedly
infringing activity after being provided modifications that would have avoided the alleged
infringement;or(d)TIPS or any TIPS Member's use of the Deliverables in a manner not in
accordance with the Agreement.
To the extent permitted by the constitution and the laws of the jurisdiction of TIPS,ESC Region 8
or any TIPS member,TIPS and the applicable TIPS Member,will indemnify and defend Vendor,
from direct damages arising from any third party claim that the TIPS or TIPS Member's assets or
intellectual property rights used by Vendor in connection with the services infringe any U.S.
patent,copyright,trademark,or trade secret right owned by such third party.
Indemnifying Party's obligation to indemnify the Indemnified Party pursuant to this Section is
contingent upon the Indemnified Party: (a)providing the Indemnifying Party prompt written
notice of any claim;(b)tendering the exclusive control of the defense of any claim to the
Indemnifying Party;and(c)reasonably cooperating with the Indemnifying Party in the defense
of the claim,at the Indemnifying Party's expense. This Section sets forth the sole and exclusive
remedy of the Indemnified Party,and the entire obligation and liability of the Indemnifying
Party relating to the claims identified above.
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Neither party will be liable,whether in tort(including for negligence or breach of statutory
duty),contract,misrepresentation or otherwise for loss of profits,business,anticipated saving,
goods,corruption of data or information,indirect,consequential and any other incidental or
consequential damages.
Except for death or personal injury caused by its negligence, fraud or fraudulent
misrepresentation, gross negligence or willful misconduct,infringement of Intellectual Property
Rights,the breach of confidentiality obligations,indemnification obligations or payment
obligations,in no event will the Vendor,TIPS or ESC Region 8 cumulative liability to the other
party for any claim arising under the Agreement exceed the total amount received by Vendor
(but excluding any amounts received paid over to Licensors)under the Agreement during the
past twelve(12)months.Nothing in this paragraph shall be construed to include a TIPS Member
entity unless such TIPS Member has agreed to buy under this Agreement.
Multiple Vendor Awards
TIPS reserves the right to award multiple vendor Agreements for categories when deemed
in the best interest of the TIPS Membership.Bidders scoring the solicitation's specified
minimum score or above will be considered for an award.Categories are established at the
discretion of TIPS.
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 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,TIPS is
to be notified within 48 hours of receipt of order.
Termination for Convenience
TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a
thirty-day written notice.Termination for convenience is required under Federal Regulations 2
CFR part 200.All purchase orders presented to the Vendor by a TIPS Member prior to the actual
termination of this agreement shall be honored.The expiration or termination of this
Agreement will not terminate any Statement of Work or purchase order executed hereunder or
any right or obligation that has accrued as of the time of such expiration or termination.The
terms of this Agreement will survive any termination or expiration and continue to apply to each
statement of work for the remainder of its term.The awarded vendor may terminate the
agreement with ninety(90)days written notice to TIPS 4845 US Hwy North,Pittsburg,Texas
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75686.Vendor retains the right not to perform under the Agreement with a TIPS member at
Vendor's discretion.
Termination of Volume Licenses
Licenses purchased pursuant to a volume license are established for a predetermined duration.
TIPS acknowledges that these agreements cannot be terminated prior to the agreed term and
that they are subject to limitations on the right to return or adjust usage.The applicable TIPS
Member acknowledges that it will be subject to all the terms and conditions of such
agreements,including all applicable return and adjustment policies and that an early
termination is not possible,unless a specific arrangement can be found with the Licensor.
Microsoft Enterprise Agreement Subscription(EA)as well as to the Microsoft licenses with
maintenance,and Software Assurance have a fixed terms requiring annual payments,which the
applicable TIPS Member commits to comply with.TIPS and the applicable TIPS Member
acknowledges that the commitment term may not be revised following execution of the EA or
the placement of the Software Assurance order.If TIPS and the applicable TIPS Member
concludes a Microsoft Enterprise Agreement or a Software Assurance with Vendor,TIPS and the
applicable TIPS member acknowledge and accept that a termination of these agreements prior
to the conclusion of their term is not possible.
TIPS Member Purchasing Procedures
Purchase orders or their equal are issued by participating TIPS Member to the awarded vendor
indicating on the PO"Agreement Number".Order is emailed to TIPS at tipspo@tips-usa.com.
• 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 to report monthly).
Form of Agreement
If a vendor submitting a Proposal requires TIPS and/or TIPS Member to sign an additional
agreement,a copy of the proposed agreement must be included with the proposal.
In response to submitted supplemental Vendor Agreement documents,TIPS will review
proposed vendor Agreement documents.Supplemental Vendor's Agreement documents shall
not become part of TIPS's Agreement with vendor unless and until an authorized representative
of TIPS reviews and approves it.
Vendor Obligation
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 fully informed of and in compliance with all ordinances and regulations
pertaining to the lawful provision of services under the Agreement.TIPS reserves the right to
stop work and/or cancel Agreement of any awarded vendor whose license(s)expire,lapse,are
suspended or terminated.
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Novation
If awarded vendor sells or transfers all assets or the entire portion of the assets used to perform
this Agreement,a successor in interest must guarantee to perform all obligations under this
Agreement.A simple change of name agreement will not change the Agreement obligations of
awarded vendor.
Site Requirements(when applicable to service or job)
Registered sex offender restrictions:For 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.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 local smoking policies.Smoking will only be
permitted in posted areas or off premises.
Marketing
Awarded vendor agrees to allow TIPS to use their name and logo within website,marketing
materials and advertisement in accordance with Vendor's trade mark usage guidelines.Any use
of TIPS name and logo or any form of publicity,inclusive of press release,regarding this
Agreement by awarded vendor must have prior approval from TIPS.
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 i.e.invoice requirements,
ordering requirements,specialized delivery,etc.Any supplemental agreement or contract
developed as a result of this Agreement is exclusively between the participating entity and
awarded vendor.TIPS,its agents,TIPS Members and employees shall not be made party to any
claim for breach of such agreement.
Survival Clause
All applicable software license agreements or service agreements that were entered into
between Vendor and Customer under the terms and conditions of the Agreement shall survive
the expiration or termination of the 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
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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 this Solicitation 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(3)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 once
per calendar year for the sole purpose of verifying charges incurred by TIPS under this
Agreement.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-complying conduct.In the event of an audit,the
requested materials shall be reasonably provided in the format and at the location designated by
Region 8 ESC or TIPS.The foregoing audit right is at the sole cost of TIPS.Notwithstanding the
foregoing,any demand of audit by an authorized regulatory agency or court of competent
jurisdiction shall require conformance by Vendor.
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 fully
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,and such party
shall endeavor to remove or overcome such inability with all reasonable dispatch.
Scope of Services
The specific scope of work for each job shall be determined in advance and in writing between
TIPS Member and Awarded vendor.It is permitted for the TIPS Member to provide a general
scope,but the awarded vendor should provide a written scope of work to the TIPS Member as
part of the proposal.Once the scope of the job is agreed to,the TIPS Member will issue a
Purchase Order and/or an Agreement or Contract and/or an Agreement with the estimate
referenced as an attachment along with required bond and any other special provisions agreed to
for the TIPS Member.If special terms and conditions other than those covered within this
Cooperative Purchase Page 18 of 24
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solicitation and awarded Agreements are required,they will be attached to the Purchase Order
and/or an Agreement or Contract and shall take precedence over those in the base TIPS Vendor
Agreement.
Project Delivery 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 has services that need to be undertaken.Notification may occur via
phone,the web,email,fax,or in person.Upon notification of a pending request,the awarded
vendor shall make contact with the TIPS Member as soon as possible,but must make contact
with the TIPS Member within two working days.
Scheduling of Projects
Scheduling of projects(if applicable)will be accomplished when the TIPS Member issues a
purchase order or other document that will serve as"the notice to proceed".The period for the
delivery order will include the mobilization,materials purchase,installation and delivery,design,
weather,and site cleanup and inspection.No additional claims may be made for delays as a
result of these items.When the tasks have been completed the awarded vendor shall notify the
client and have the TIPS Member inspect the work for acceptance under the scope and terms in
the PO.The TIPS Member will issue in writing any corrective actions that are required.Upon
completion of these items,the TIPS Member will issue a completion notice and final payment
will be issued.
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(mandatory mediation),if requested by either
party.
Incorporation of Solicitation
The TIPS Solicitation,whether a Request for Proposals,the Request for Competitive Sealed
Proposals or Request for Qualifications solicitation,the Vendor's response to same and all
associated documents and forms made part of the solicitation process,including any addenda,
that resulted in the execution of this agreement 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.
NEW STATUTORY REQUIREMENT EFFETIVE SEPTEMBER 1,2017.
Texas governmental entities are prohibited from doing business with companies that fail 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.
Cooperative Purchase Page 19 of 24
DocuSign Envelope ID:61A3FFOA-2CD9-4B97-A9AD-3ACCCO51FOBE
You certify that your company is not listed on and we do 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://com r)troller.texas.gov/purchasing/docs/foreign-terrorist.pdf
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 1 business day of the change by a letter
on your letterhead from an authorized representative of the Vendor stating the noncompliance
decision and the TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/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 Including owned,hired,&non-owned
Workers'Compensation Statutory limits
Employers'Liability-if you employ people
besides the owners AND provide ON-SITE $1,000,000
ervicesoron-sitedelive not just goods.
Umbrella Liability $1,000,000
When the contractor or its subcontractors are liable for any damages or claims,the contractors'
policy 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 with current
A.M.Best Key Rating Guide.Only deductibles applicable to property damage are acceptable.
"Claims made"policies will not be accepted.Each insurance policy shall be endorsed to state
that coverage shall not be suspended,voided,cancelled,non-renewed or reduced in coverage
or in limits except after thirty(30)days prior written notice by certified mail,return receipt
requested has been given to TIPS or the TIPS Member.Upon request,certified copies of all
insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
It is the intent of TIPS to award to reliable,high performance vendors to supply products and
services to government and educational agencies.It is the experience of TIPS that the following
procedures provide TIPS,the Vendor,and the participating agency the necessary support to
facilitate a mutually beneficial relationship.The specific procedures will be negotiated with the
successful vendor.
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• Agreements:All vendor Purchase Orders and/or Agreements/Contracts must be
emailed to TIPS at tipspo@tips-usa.com.Should an agency send an order direct to vendor,it
is the vendor's responsibility to forward the order to TIPS at the email above within 24
business hours and confirm its receipt with TIPS.
• Promotion of Agreement:It is agreed that Vendor will encourage all eligible entities to
purchase from the TIPS Program.Encouraging entities to purchase directly from the Vendor and
not through 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.
• Daily Order Confirmation:All Agreement purchase orders will be approved daily by
TIPS and sent to vendor.The vendor must confirm receipt of orders to the TIPS Member
(customer)within 24 business hours.
• Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website,then
updated pricing must be posted by 11 of each month.
• Back Ordered Products:If product is not expected to ship within 3 business days,
customer is to be notified within 24 hours and appropriate action taken based on customer
request.
Cooperative Purchase Page 21 of 24
DocuSign Envelope ID:61A3FFOA-2OD9-4B97-A9AD-3ACCCO51FO8E
TIPS Vendor Agreement Signature Form
RFP 210101 Technology Solutions,Products and Services
Company Name Software One, Inc.
Address 20875 Crossroads Cir. Suite 1
CityWaukesha State WI Zip 53186
Phone 800-400-9852 Fax
Email of Authorized Representative Delfino.Parra@softwareone.com
Name of Authorized Representative Delfino Parra
Title SLED General Manager
Do usigned by
Signature of Authorized Representative
F9AFCFdFSA30417.�
Date 5/27/2021
TIPS Authorized Representative Name David Fitts
Title Executive Director
TIPS Authorized Representative Signature �.»a
Approved by ESC Region 8a�.l.vlrun��
Date 5 f 28/2021
Cooperative Purchase Page 22 of 24
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B.23,84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who Data P.scnivod
has a bLISilleSS 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 tie 711i business day attar the date the vendor becomes aware of Facts that require the statement to be
filed. See Sectioai 176.006(a-1 y. Local Government Code.
A vendor commits an offense it the vendor knowingly violates Section 176.006,Local Government Coda.An
offense under this section is a misdemeanor.
.1J Name of vendor who has a business relationship with local governmental entity.
NOT APPLICABLE. SOFWAREONE IS NOT AWARE OF ANY C NFLICT OF INTEREST.
El 2
Check this box if you are filing an update to a previou sly 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.
Name of Officer
IJ 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 Aand B for each employment or business relationship described. Attach additional pages to this Form
Cif]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?
Ll Yes " 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?
El Yes E] No
5 Desctbe each employment or business relationship that the vendor named in Section 1 maintains with a corporation of
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.
b
❑ Check this box if the vendor has given the local government officer or afamily 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 lz�?P/y�' L47GLz
David P Stengel(May 26,2 08:57 CDT) May 26,2022
Signature of vendor doing business with Vie govemmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.Lis Revised 11?30.+2015
Signature: 2n911fe, Fabbre
Email: jennifer.fabbre@softwareone.com
Cooperative Purchase Page 23 of 24
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A comp lete copy of Chapter 176 of the Local Government Code may be found at http:llwww.statutes.Iegis,state.tx.usl
Doc s/LGIhtmILG.176.hIm.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 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 Govemment Code S 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) acuntract between the local guvemmental entity and vendor has been executed.
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
tBJ 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
(I i) 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 gueslionnaire 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,Ora 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.
Farm provided by Texas Ethics Comrnission www.athics.stat9.tx.trs Revised 11130.+2015
Cooperative Purchase Page 24 of 24