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HomeMy WebLinkAboutContract 59634FORT WORTH CSC NO.59634 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Southern Computer Warehouse, 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 — TIPS Cooperative Agreement 230105 Pricing Index; 3. Exhibit B — TIPS 230105 Cooperative Agreement; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the 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 May 31, 2024, City shall be able to renew this agreement for four (4) one-year options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD Cooperative Purchase CITY SECRETARY page 1 of 9 FT. WORTH, TX To CITY: City of Fort Worth Attn: Valerie Washington, Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To Southern Computer Warehouse, Inc.: Southern Computer Warehouse, Inc. ATTN: Legal Department 1395 S Marietta PKWY Bldg 300 Ste 106 Marietta, GA. 30067 Facsimile: NIA 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 Deliverables), 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 non4nfringing, 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 an 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 9 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 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 Prohibition on Boycottinu Energy Comyanies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.S. 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.S. 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 Cooperative Purchase Page 3 of 9 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. 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 2421, 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 14 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 9 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: Valerie Washington (Jun 16, 20231&15 CDT) By. Name: Valerie Washington Title: Assistant City Manager Date: Jun 16, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: IT Solutions Director ATTEST: 4.�'0444q p F FORt Ca ���`1•G0 �e o Ppa o=d tt a,00*d TCw aa4�bo 454�0 By: Name: Jannette Goodall Title: City Secretary VENDOR: Southern Computer Warehouse, Inc,` By: Name: .josh Reardon Title: rr sales rep Date: 5-31-23 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. Bobby Lee (May 31, 2023 ISM CDT) By: Name: Bobby Lee Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Approved Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 9 Exhibit A Cooperative Agreement Pricing Index ]fl]ey���• � �,'l.'�w)�-GDUDS,'ITEh[:l�..':i.!�...t pefrnks Venders to oboe either Of both of the two good sa'itemspricing proposal options (and sub -options) identified below with the'Di;count-Off Cat alog"option being much optimal, usable, and preferred to the "Cost-Rus Markup Opvon." Vendor is welcome to propose eitierorboth options, and with either option Vendor is able to update their g and addhemowe items during doe life of dine 000tract- It is Vendot'srespor b&V to ensue drat all items fisted, whedherby desorfptim,pmduct number, SKU,LPC or other, fail i the scope of this solicitation category. Please read ti e'VendorNoing Submission" portion of doe soldtation documont before submitting questions about this form to TPS. Option i - Discount -Off Catalog Method odshtems pricing proposal me t ho d is h ig H y p r of er r ed o ire r t he "C ost-Plu s Ma r kup Method' because it is wersatte and al to w s Vendor to ef$ciet* add and update its temsptioing and does not automatically pfoNbitfed eral fund purohases. Venda is asked in the attrbute quastions within the *Bid System to propose a minimurn discount off oatalog pricing Any d➢sceuntfrom 0%to 100%% is an appropriate response. Then,underthis pricing r . r i. � . J, Vendoris permtted to ptu4dle its "Catalog Pricing" to a number of w ays,de ofbed in Seotion "A" and 3@oton'B"below. V endoi s rrdhinumdiseountwM always be applied to TPS "Catalog Nang"provided herein sEcTioN "A - Pm-Aq ;reaming Prein f' tltrmgh Lw4ttw Pheag F Vendor desires to list the "catalog pdcing" of goodsAterns that you sell by lne�rem,you are weico a to do so here in 3eodun'4" of Prioing Form1, You are weicorne to modlfy the oolatms and odurm Wes as long as TIPS aan ldet*ly the item'snar ee and 'catalog price." Please note that if you are aw aided with this type of pdoing submission, you will be able j to update the pricing and add'remrowe items wkhhin the catagory as long as you honor any applicable discounts of nalypraposed. Speccho disoountsoffered for any brand or item Ir95W or iL r 1P5 Predtrat Nave Predoot ■ nesorllpminn [each, dozen- hour- Catalog OFsoeun Price 'Emample 1: Midget A 12345AB gar{gy� Part each $100.00 15.00% $85.00 All Acme products see Acme see Acme catalog located Eranrple 2: RII Acme Product Line arraiable from our catalog 10.00% a[rrr.Rcote.com oomn.7hnN locaterJa[ Catalog pricing to he All Acme products Catalog Erample 3: All Acme Product Line awadable from our provided upon reques! pricing to be 10.00Y. comoane ororided Product Name praduet ■ M pred uats - see a&M secam B Insert U ire-ibxns below this Ina. You may add cells as needed Units description - MSRP or 4e� D"ed+tfea (each. dozen, how, dal. Catalog Fir' etc) Pricing l3iscount Price 10.00% C-- ,:... Kin , Purchase Page 6 of 9 Exhibit B .1.11,E AWARDED CONTRACTS 'View EDGAR Doc` on Website Contract Comodity 230105 Technology Solutions Products and Services 210103 Copiers, Fax, Multifunction Machines and Services 200904 Audio Visual Equipment, Supplies, and Services CONTACTS BY CONTRACTS Julia Stewart Vice President of (770) 579-8927 Caleb Poirrrer TX tt12 Account (770) 579-8927 r r Julia Stewart Vice President of (770) 579-8927 SCW Bids Contract Liaison (770) 579-8927 Mariah Duong VP of Operations (770) 579.8927 Exp Date EDGAR 0513V2028 See EDGAR Certification Doc. 0313V2024 See EDGAR Certification Doc. 11/30/2023 See EDGAR Certification Doc. scwbids@scw.cam Gaieb.Poirder@scvv.com scwbids[a@scw.com scwbids@scw.com reporting@scw.com Cooperative Purchase Page 7 of Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, Uth Lag., Regular Session. This quesionnaire is being lied in accordance wih Chapter 176, Local Govemment Code, by a vendor who has a business relaionship as defined by Section 176-DOI(1-a) with a local governmental entity and tine vendor meets requirements under Section 176.006(a)_ By law this questionnaire must be fled with the records adminisrator of he local governmental enity not later than he 7th business day after he date tine vendor becomes aware of facts that require he statement to be fled. See Section 176.006(a-1), Local Government Code. A vendor commits an offense ff the vendor knowingly violates Section 176.006, Local Goverment Code. An offense under finis section is a misdemeanor. J Name of vendor who has abusiness relationship with local governmental entity. Southem Computer Warehouse FORM CIQ 0MCE uSE ONLY Date Received 2 Eck rids box if you are fi lirrg an update to a previ ously fiIad questionnai to. (The law requiresthat you f lie 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.) J Name of local government offtcerabout whom the information is beingdisclosed. NA Name of Off icer J Describe each employment or other business relationship with the local govetmtent officer, or afamity member of the officer, as described by Section 176.003(aH2HAy. Also describe any family relationship with the local government officer. Complete subparts Aand 0for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a famly member of the officer receiving or likely to receive taxable income, other than Investment income, from the vendor? Yes E-1 No B. Is the vendor receiving or likely to receW 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? 71 Yes F-1 No Describe each employment or business relationshipthatthe vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. NIA J Check this box if the vendor has given the local government off ice or a family member of the officer one or more gifts as described In Section 176-00 (a)(2)(B), excluding gifts described In Section 176.003(a-1). J 7. 5-31-23 Signature of vendor business with the governmental enfty pate Fonn provided by Texas Ethics for Iss_ion www.ethies.state.tx.us Revised 1113012015 Cooperative Purchase Page 8 of 9 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acc) mpleIe copy of Chapter 176 of the Local Government Code may be found at http:L1www.statutes.Iegis.state. tx.usl Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010 -al-.'Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity oran agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public: or (C) a purchase or lease of goodsor services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)fA) and [131: (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) acontract 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 $ 10 0 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 Govemm ant Code § 176.006[a1 and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire it 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, of 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 giftswiIh 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 tiled 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 IocaIgovemmental 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 relationshipwith a local government officer. Form proNded by Texas Ethics Commission www.ethics- state- tx us Revised W30+2015 Cooperative Purchase Page 9 of 9