HomeMy WebLinkAboutContract 59519FORT WORTH CSC No. 59519
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between vCloud Tech
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 — National Cooperative Purchasing Alliance 01-106 Cooperative Agreement;
and
3. Exhibit B — Conflict of Interest Questionnaire.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed 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 Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. 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 July 31, 2023 City shall be able to renew this
agreement for two (2) one-year options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX Page 1 of 8
To CITY:
City of Fort Worth
Attn: Valerie Washington,
Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
To vCloud Tech Inc.:
vCloud Tech Inc.
Assistant City ATTN: Legal Department
609 Deep Valley Dr. Suite 200
Rolling Hills Estates, CA. 90274
Facsimile: N/A
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Cooperative Purchase Page 2 of 8
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and 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.
No Bovcott 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.
Prohibition on Bovcottine Ener2v 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.
Cooperative Purchase Page 3 of 8
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 sig-nature 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.
Cooperative Purchase Page 4 of 8
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:
I &ML.—
By: Valerie Washington (May 30, 202315:35 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: May 30, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST:
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
vCloud Tech
By:
Name: Muhammad Khan
Title: CEO
Date: 5/25/2023
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.
Steven Vandever (May 26, 2023 14:09 CDT)
By:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 5 of 8
Exhibit A
Cooperative agreement
Cooperative agreement URL
NCPA : Vendors : vCloud Tech
# NCPA
Cooperative Purchase Page 6 of 8
Exhihit B
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Thls questionnaire reflects changes made to tho aw by H.B. 23, 84th Lag., Regular Sossrom
This quesSonnare is berg Iyx rh aaQdanoe with Chapin 176. Local Goverment Code, t/y a venaa Mho
has a business relationsho as defined by Sad on 176.001(1-a) wih a local governmercal entry and he
vendor mees regjjremens under Section 176.006(a).
By law his grestionnaire must be tied Mih he records admini srator of he beat goverrvnerxal enIly nc" leer
han he 7th business day alter he dare tie vendor becomes aware of facts that regtie the statement to be
ti►sd See Secfon 176.006(a-1). Local Government Code.
A vendor eom rriis an of an se I In e vand or knout ng y violates Sec on 176.006. Lo ced Govertman t Code. An
ofe-se wider this section is a niscarmeanc+.
J Name ofvendor who two abusinessrelationshipwith local .. Ientity.
FORM CIQ
OFRCEUSECNLY
Ilan Pq"%-v7
J
Checkfts box If you welling an update toa pr eviousty filed quetsborinaire. (The law feclut res. thal you fie an updated
completed questionnaire with the appropriate tiling authority not hater than the 7th business day after the dale on which
you became aware that the originally fled questionnaire was incomplete of inaccurate )
J Name of local government officer r6out whom the inf ormnbon is being disclosed.
Name of Oftaer
J Desarbe 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 su tipiri s A and B for each ernpioyment or business relationship des a ibed. A tLic h addr b onni page s to this F ortn
CIQ as necessary.
A Is the local government officer or a family member of the officer receiving or lik" to reoe,ve taxable income,
other than :nest ment income, from the vendor?
aYes E-1 No
13. Is the vendor recev+ng or kkey toreoerve taxable income, other than investment inoome,trom or at the drect,on
of the local government officer or a Lamy member of the oftioer AND the taxable income i$ rat reoev from the
local governmental enW
Yes a N_
J Describe each employment or business relabonship that the vendor named in Secbon 1 maintains with a corporation or
other business enbty with respect to which the local officer serves as an officer or director or holds an
ownership interest of one percent or more.
J
Check th rs box if the ve ndor hats given t he local gover nment officer or a fam iy me tuber of the ollcer one or more gilts
as described in Section 176.003(ay.2)(B), excluding glts described .n Sedan 176.003(a-1).
J
Sighaare of vendor dahgbusiness with hegoverrm-ntal entry Late
Form orovided toy Texas Erics Commission www ethics state.tx.us Revised 11l30✓2015
Cooperative Purchase Page 7 of 8
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code 4 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code S 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11130/2015
Cooperative Purchase Page 8 of 8