HomeMy WebLinkAboutContract 58916CSC No. 58916
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between World Wide
Technology, LLC ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — City's Terms and Conditions;
3. Exhibit B — Conflict of Interest Questionnaire.
4. Exhibit C — Texas Department of Information Resources DIR-CPO-4444; and
5. Exhibit D — DIR-CPO-4444 Pricing Index
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C — DIR-CPO-4444, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-CPO-4444.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total payment made annually under this Agreement by Buyer shall
not exceed the amount of Eleven Million Two Hundred Thousand and 00/100 ($11,200,000.00). Seller
shall not provide any additional items or services or bill for expenses incurred for Buyer not specified
by this Agreement unless Buyer requests and approves in writing the additional costs for such services.
Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless
Buyer first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on January 23, 2025 to coincide with the Cooperative
Purchase Agreement. This Agreement may be amended to reflect the successive DIR Cooperative
Agreement to DIR-CPO-4444 and be renewed annually in accordance with the terms of that DIR
Cooperative Agreement.
[signature page following)
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:
By: ValerieWashington (Feb 21,202309:40 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 21, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST:
Lo
A Jos
Name: Jannette Goodall
Title: City Secretary
SELLER:
World Wide Technology, LLC
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Bobby Lee(eb , 202308:33 CST)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
097Z1120117:FV111Iall] 7u/:1►11XIIDEH1QY619
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022-963536
ATTEST:
By: �U� By:
Name: Gregory Brush Name:
Title: Area VP Public Sector Title:
Date: 2/14/2023
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non -breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of termination.
Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a
court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Sovereign ImmunitX. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
8. 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.
9. 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.
10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood
and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, City shall have the right to terminate the Agreement except for
those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Addendum shall control.
15. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code
of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under the Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and
the United States Attorney General.
16. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under the Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under the
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the
Agreement for violations of this provision by Vendor.
17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
18. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
19. Prohibition on BoycottingEnergy nergy Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at httu://www.ethics.state.tx.us/forms/CIO.Ddf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
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. M filth Leg_, Regular Session_
OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local GovernmentCDde,
bat Receved
by a vendorwhe has a business relationship as defined by Section 176.001(I -a) with a local
governmental entity and the vendor meets requirements under Section 176.Q06(a).
By law this q uesti an ntaire must bet led with the rem rds admin istrator of the local governmental
entity not latet than the 7th business day after the data the vendor becomes aware of facts
that require the statement to be filed_ See 5eotion 176.006(a-t }, 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.
t Dame of vandal who has a business relationshlp with local governmental entity.
World Wide Technology, LLC
2 Check this box ityou are filing an update to a previously filed questionnaire.
N/A
(The law requires that you file an updated completed questionnaire with the appropriate tiling authority not
later than the 7tfi business day after the date on which you became aware that the originally filed questionnaire was
incempfete or inaccurate.)
3
Name of Iocal government officer about wham the information in this section Is being disclosed.
N/A
Name of Ofticar
This section (item 3 including subparts A, B, G, & ❑) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001 t1-a), Local Government Code. Attach additional
pages W this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor? N/A
Yes F-1 Pio
B. is the vendor receiving or iikefy to receive taxable ineame, other than investment income, from or at the direction of the local
government officer named in this section AND the taxable income is not received from the cocal governmental entity?
N/A
F7 Yea F-1 hio
G. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
N/AF1
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
lu
2/16/2026
Signature at vendor dcung b umness w+lh the governmental entity Date
Adopted 1317?2075
EXHIBIT C
TEXAS DEPARTMENT OF INFORMATION RESOURCES
DIR-CPO-4444
Contract Number
DIR-CPO-4444
Vendor Information
Carahsoft Technology
Corporation
Venciarl[): 1522189693700
HUB Type: Non HUB d
RFD: DIR-TSO-TMP-424
Contract Status: Active
Contract Overview
VENDOR CONTACT:
Mahlet Sergis F�f
Phone: (703) 581-6632
Fax: (703) 871-8505
Vendor Website C?
Contract Term Date: 01123/24 (b
Contract Expiration Date: 0/123125 41)
DIR CONTACT:
Airy Luangaphay Gr
Carahsoft Technology Corporation offers Education IT Products and Services through this contract. This contract offers
various products brands and related services. Contracts may be used by state and local government, public education,
other public entities in Texas, as well as public entities outside of the state. Reseders are available for this contract. DIR
has exercised the automatic renevvaL option for this Contract. This renewal extends the contract through January 23.
2024.
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Carahsoft Technology Corporation
Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 15�' Street, Suite 1300, Austin, Texas 78701, and Carahsoft
Technology Corporation (hereinafter "Vendor"), with its principal place of business at 11493
Sunset Hills Road Suite 100 Reston,VA 20190.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,
Request for Offer (RFO) DIR-TSO-TMP-424, on March 15, 2019, for Education Information
Technology (I.T.) Products and Related Services.. Upon execution of this Contract, a notice of
award for RFO DIR-TSO-TMP-424 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as
follows: this Contract; Appendix A, Standard Terms and Conditions For Products and
Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-
TSO-TMP-424, including all addenda; and Exhibit 2, DIR-TSO-TMP-424, including all
addenda; are incorporated by reference and constitute the entire agreement between
DIR and Vendor governing purchase transactions. In the event of a conflict between the
documents listed in this paragraph related to purchases, the controlling document shall
be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1, and
finally Exhibit 2. In the event and to the extent any provisions contained in multiple
documents address the same or substantially the same subject matter but do not actually
conflict, the more recent provisions shall be deemed to have superseded earlier
provisions.
2. Term of Contract
The initial term of this Contract shall be two (2) years commencing on the last date of approval by
DIR and Vendor, with one (1) optional two-year renewal and one (1) optional one-year renewal.
Prior to expiration of each term, the contract will renew automatically under the same terms and
conditions unless either party provides notice to the other party 60 days in advance of the renewal
Department of Information Resources Page 1 of 5 (DIR rev 03/2018)
DIR Contract No. DIR-CPO-4444
Vendor Contract No.
date stating that the party wishes to discuss modification of terms or not renew. Additionally, the
parties by mutual agreement may extend the term for up to ninety (90) additional calendar days.
Product and Service Offerings
A. Products
Products available under this Contract are limited to a Education Information Technology
(I.T.) Products as specified in Appendix C, Pricing Index. Vendor may incorporate :changes to
their product offering; however, any changes must be within the scope of products awarded
based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's
product line which was not included in the Vendor's response to the solicitation described in
Section 1.13 above.
B. Services
Services available under this Contract are limited to Education Information Technology
(I.T.) Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their service offering; however, any changes must be within the scope of services awarded
based on the posting described in Section 1.13 above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase
Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include
the DIR Administrative Fee.
DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three-quarters of one percent (.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000.00 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Department of Information Resources Page 2 of 5 (DIR rev 03/2018)
D I R Contrast No. DIR-CPO-4444
Vendor CorFtract No.
If sent to the Vendor:
Kai Hollenharst
Ca rahsof t Technology Corpora tion
11493 Sunset HiIis Road Suite 100 Reston,VA 20190
Phone: (703) 230 - 7536
Facsimile: (703 ) 871 -8505
Email: kall.hollenhorst@carahsaft.com
Software License, Service and Leasing Agreements
A. 5hrink/Cliek-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract, and irrespective of whether any such provisions have been
proposed prorto or after the issuance of a Purchase Order for products licensed under this
Contract, or the fact that such other agreement may be affixed to or accompany software
upon delivery {shrink-wrap}, the terms and conditions set forth in this Contract shall
supersede and govern the license terms between Customers and Vendor. It is the
Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine
if the Customer accepts the license terms as amended by this Contract. If the Customer
does not agree with the license terms, Customer shall be responsible for negotiating with
the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher,
B. Conflicting or Add itional Terms
In the event that conflicting or additional terms in Vendor Software License Agreements,
Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental
documents amend or diminish the rights of DIR Customers or the State, such conflicting or
additional terms shall not take precedence over the terms of this Contract_
In the event of a conflict, any linked documents may not take precedence over the printed or
referenced documents comprising this contract; provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product or
service offering after the effective date of the update, and, provided further, that, if Vendor
has responded to a solicitation or request for pricing, no update of such linked documents on
or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked doculrlent, agreement to said linked document shall not be effective until
reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not [without prior written agreement from Customer's authorized signatory,]
require any document that_ 1) diminishes the rights, benefits, or protections of the
Customer, or that alters the definitions, measurements, or method for determining any
authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs,
burdens, or obligations upon Customer, or that alters the definitions, measurements, or
method fordetermining any authorized costs, burdens, or obligations upon Customer.
❑eportrnent of lnformutlon Resources Page 3 of 5 (QIR rev 03/2018)
D I R Contract No. DIR- CPO- 4444
Vendor Contract No.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DI and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customerelects instead toterminate the contract, which in such case may
be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
S. Authorized Exceptions to Appendix A. Standard Terms and Conditions for Product and
Related Services Contracts.
No exceptions have been agreed to by 0IR and Vendor.
(Remainder of this perge intentionally left blank.)
Departhnent of kiformabron Pesovwres Page 4 of 5 (OIR rev 03/21318)
DIR Contract No. DIR-CPU-4444
Vendor Contract No.
This Contract is executed to he effective as of the date of last signature.
Carahsoft Technology Corporation
Authorized By: .5igriature on File
Title: Vice Piesident
Date: 1/1712020
The State of Texas, acting by and through the Department of Information Resources
Authorized By: 5ignature an Fiie
Name: Hershel Becker
Title: Chief Proulrement officer
Date:1/2312O20
Office of General Counsel: IVI,H 112112020
❑epottrnent of krformabon Aesourres Page 5 of 5 (QIR rev 02/21318)
EXHIBIT D
Texas Department of Information Resources DIR-CPO-4444
Pricing Index
DocuSign Rnvdope 10, C5I3EF3911-8FF37-4372-AEDGC18EC895CDOB
Carah soft Technology Corporation
DIR-CPO-4444
Appendix C, Prfcfng Index
Brand Product Description- Software SIR discount
Acqula
AcquIa Software
5.W%
Appslan
Ap pslan Software
5.00°%
Arista
Arista Software
3.00%
AWS
AWS Software
1.00%
BeyandTrust Licenses
BeyondTrust Licenses
9.50%
BeyondTrust Appliances
BeyondTrust Appliances
5.259E
BlackBerry
BlackBerry Software
4.00%
Box
Box Software
18.39%
C I ea rC u b e
C I ea rC u b e 5oftwa re
2.00%
CloudSafe
CIcudSafe Software
50.009E
Cyiance
Cylance Software
1.75%
Databrfcks
Databricks Software
1.74%
Denvdo
Denod o Software
1.70%
DocuSign
❑ocuSign Software
4.00%
EnterpriseDB
EnterpriseDB Software
5-0046
ExtraHop
Extraliop Software
5.60%
FireEye
FireEye Software
2.00°k
F1reE a
Fire -Eye Hardware
S.DD%
FireEye
FireEye Management Software
35.009E
Gigamon
Gigamon Software
4.00%
HYCU
HYCU Software
7.0096
H yT rus t
H F r us t Softwa re
6.00%
Imperva
Imperva Software
2.50%
imprivata
imprivata Software
3.12%
i n fablox
In fobIOx Software
3.00°k
ITAD
ITAD Software
15.00%
ivantl
Iva al Software
3 00%
Kofax
Kofax Software
10.00%
Liquidware
Liquidware Software
5.32%
MacAfee
MacAfee Software
5.00°h
Micro Focus
Micro Focu5Sof ware
4.60%
New Relic
New Relic Software
100%
NI to
NI to Software
5.00°%
Nutanix
Nutanix Software
8.75%
Qkta
Okta Saftware
1.50%
Palo Alto Networks
Palo Alto Networks Software
10.00k
Puppet
P u p pe t SoftWa re
6.00%
Red Hat
Red Hat Enterprise: Linux Platforrrr
20.48%
Red Hat
Red Hat Enterprise Lmux Middleware
20,48%
Red Hat
Red Hat Cloud Solutions
16,00%
Red Hat
Red Hat Enterprise Virtualization
20.480A
Red Hat
Red Hat Network Satellite and Related Network
20.489E
Red Hat
Red Hat GIuster Storage
16.00%
Red Hat
Red Hat CEP Storage
16,00%
Red Hat
Red Hat Mobile Application Platform
1.00%
Red Hat
Red Hat Ansible Software
1.00°%
Fed Hat
Red Hat Technical Account Managers
1.00%
RSA
IRSA Software
$,00%
Omusign Envelope 10, G58EF39D-8FR7-4372-AEOF�C18EC696CDOS
R u bri k
R u brf k Softwa re
7.00*4
SecureWorks
SecureWorks Software
1,391M
SolarWinds
SolaMnds Software New Lice ns e/M afnt & Renewals/New Subscriptionsy
20.00%
Symantec
5ymantec Software
9.50%
Teradici
Teradici Software
3.75%
Thaies
Thales Software
I,Go%
UiPath
Math Software
2.GO%
Veritas
Verftas Software
15.64%
VMware Government
VMware Government Software
3,50%
VMware Academic
VMware AcademicSoftware
43.509A
2Scaler
z5cafer Software
20.40°%
Brand Product Description - Services DER Discount
Ac ufa
Acquia Services
3,3fl9
Appsian
Appsian Services
5.00%
Arlsta
Arlsta Services
3.00%
AWS
AWS Services
1.00%
BeyondTrust Licenses
BeyondTrust Licenses Services
9.50%
BeyondTrust Appiiances
BeyondTtust Appliances Services
5.25%
Black9erry
BIackBerry Se. rylces
5-WA
Box
Sox Services
5.00%
ClearCube
ClearCube Services
2,00%
Cloudsafe
CloudSafe Services
50,00%
Cylance
Cylance Servlces
1.75%
Databrich
❑atabricks Services
1.741A
Denodo
De nod Services
1.7M
Docusign
DocuSign Services
3.000%
EnterpriseDE
EnterprfseDB Services
5-WA
ExtraHop
EAraHop Services
5100%
rlreEye
FireEye Services
1.00%
Gigamon
Gigamon Services
7,00%
Go Planet
Ga Planet Services
3-00%
HYCU
HYCU Services
S.00%
HyTrust
HyTrust Services
5,65%
fmperva
fmperva Services
250%
imprivata
imprivata Services
3.12%
Infohlox
In fob lox services
3.o09G
ITAD
ITAD Services
15.OD%
ivantf
Iva ntI Services
250°.6
Kofax
Kofax Services
5.00%
Liquidware
Liquid ware Services
9,0M
MacAfee
MacAfee Services
5.001A
Micro Focus
Micro Focus Services
2,00%
New Reifc
New Relic Services
3zErA
Nlyte
Niyte services
S.DD°%
Nutanfx
Nutanfx Services
5_DD%
dicta
dicta Services
130%
Palo Alto Networks
P 3 1 o Alto Networks Services
S,DC%
Puppet
Puppet Services
6,00%
Red Hat
Red Hat Enterprise Linux Platform services
1.D0%
Red Hat
Red Hat Enterprise Linux Mlddleware Services
1.00%
Red Hat
Red Hat Claud Solutions Services
1.00%
Red Hat
Red Hat Enterprise Virtualiaatfon Services
L00%
pacasign Envelope 10.' GSSEF3917,8FB7-4372-AEQE0I8EC895C008
Red Hat
Red Hat Network Sate]Ifte and Relater) Network: Services
1.00°%
Red Hat
Red Hat Gluster Storage Services
1.00%
Red slat
Red Hat C E P H Storage Services
1.00'%
Red Hat
Red Hat Mobile Application Platform Services
1.00%
Red Hat
Red Hat Ansible Software Services
1.00%
Red Hat
Red Hat Technical Account Managers Services
1.00%
RSA
RSA Services
1.001/0
Ru brik
Ru bri k'Services
7,00110
5ecureWorks
5ecureWorks Services
1.39%
SolarWinds
SolarWinds Services
10.00°%
SVmarrtec
Symantec Services
9,500A
TeradiCl
Teradici Serv-rees
5,75%
Thales
Thales Services
1,00%
Math
Math Services
2 00%
Veritas
Veritas Services
4,50%
VMware Government
VMware Government Services
3,50/0
VMware Academic
VMware Academic Services
3.50°k
z5caler
z5caier Services
5.00%
ClearCube
ClearCube Hardware
2.00%
SolarWinds
SolarWinds Subscription Renewals
10.00°!
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/14/23 M&C FILE NUMBER: M&C 23-0061
LOG NAME: 041NFRASTRUCTURE MULTI -COOP
SUBJECT
(ALL) Authorize Non -Exclusive Purchase Agreements for Information Technology Infrastructure, with Netsync Network Solutions, Inc., Presidio
Networked Solutions Group, LLC, ePlus Technology, Inc., and World Wide Technology LLC using Multiple State of Texas Department of Information
Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contracts With a Combined Annual Amount Up to
$11,200,000.00, and Four One -Year Renewal Options with State of Texas Department of Information Resources and OMNIA Partners in the
Amount of $10,000,000.00 for the First Renewal and $6,200,000.00 for the Remainder Renewals for the Information Technology
Solutions Department
RECOMMENDATION:
It is recommended that City Council to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync
Network Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc. and World Wide Technology LLC using Multiple State of
Texas Department of Information Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contract with a combined annual
amount up to $11,200,000.00, and four one-year renewal options with Texas Department of Information Resources and OMNIA Partners in the
amount of $10,000,000.00 for the first renewal and $6,200,000.00 for the remainder renewals for the Information Technology Solutions
Department.
DISCUSSION:
The Information Technology Solutions Department (ITS) will use these agreements to purchase equipment and services from Netsync Network
Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc and World Wide Technology LLC. to support the City's information
technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage, virtual desktop
environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached
the end of life cycle as well as new projects for City departments using the following cooperative contracts:
Vendor
Co-op
Expiration
Date
F RFO
JPublished
Responses
Due
Presidio, Netsync
DIR-TSO-
�4167
7/3/2023
12/20/2017
2/5/2018
and WWT
Presidio, Netsync
R-TSO-
063
1/10/2024
9/12/2016
10/13/2016
and WWT
Presidio, Netsync
DIR-TSO-
12/17/2023
3/20/2018
5/4/2018
and WWT
14299
WWT and ePlus
DIR-TSO-
�4160
10/2/2024
1/12/2018
2/26/2018
Presidio and ePlus
R-TSO-
02/21/2025
88
2/26/2018
4/9/2018
DIR-CPO-
��4444
1/23/2025
3/15/2019
4/25/2019
Netsync and ePlus
��200105
TIPS
5/31/2023
1/9/2020
2/21/2020
AOMNIA
5/31 /2026
12/1 /2020
1 /19/2021
R210407
On September 28, 2021, City Council approved Mayor & Council communication (M&C) 21-0753 authorizing similar agreements for information
technology infrastructure purchases. Due to several larger projects, Infrastructure refresh, Future City Hall, planned American Rescue Plan
Act spend, and ongoing City growth, additional spending authority is being requested. To avoid any confusion, approval of this M&C will eliminate
prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123, 19-0270, 20-0650 and 21-0753.
Approval of this M&C will allow a total of $11,200,000.00 in expenditures for the initial year, $10,000,000.00 for the first renewal
and $6,200,000.00 for the remainder renewals for projects such as safety and security, new building projects, building upgrades, building
renovations and building expansion projects. These agreements and spending authority will be made available to Radio Services, Desktop,
Hardware and Security divisions to purchase hardware and software for City departments as requested.
On May 24, 2022 Mayor and Council Communication (M&C) 22-0366 and 22-0367 were approved to allocate American Rescue Plan Act (ARPA)
Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) to the Information Technology Solutions (ITS) Department providing up to
$3,675,000.00 and $3,595,000.00 in support of infrastructure, data protection initiatives, information security and cyber security. The Information
Technology Solutions Department (ITS) will use these agreements to purchase equipment and services to support the City's information technology
infrastructure based on initiatives identified in (M&C) 22-0366 and 22-0367.
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10% of the business. No specific contract amount is
guaranteed.
PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR), OMNIA Partners (OMNIA) and The Interlocal Purchasing
System Cooperative Contracts offer discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement
satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR, OMNIA and TIPS Contracts are
competitively bid to increase and simplify the purchasing power of government entities.
M/WBE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
SUCCESSOR LANGUAGE: The City will initially use these contracts to make purchases authorized by this M&C. The Cooperative Contracts are
set to expire on various dates. If the contracts are extended, this M&C authorizes the City to purchase similar equipment and supplies under the
extended contract. If the contracts are not extended, but DIR, OMNIA and/or TIPS executes new cooperative contracts with substantially similar
terms, this M&C authorizes the City to purchase the same equipment and supplies under the new contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreements past 2027 without seeking Council approval.
AGREEMENT TERM: Upon City Council's approval, these agreements will be executed and continue for a term of 12 months in accordance with
approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
RENEWAL TERMS - The Texas Department of Information Resources Contracts (DIR) Agreement may be renewed annually for four (4) one-year
terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual
amount. The OMNIA Partners may be renewed for three (3) one-year terms the the same annual amount. The renewals do not require specific City
Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the ITS
Capital Projects Funds for the Technology Infrastructure -IT and the General Fund to support the approval of the above recommendation and
exection of the purchase agreements. Prior to any expenditure being incurred, the Information Technology Services Department has the
responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015