HomeMy WebLinkAboutContract 59731FORT WORTH CSC No. 59731
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CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Carahsoft
Technologies Corporation ("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 — National Cooperative Purchasing Alliance (NCPA) NCPA001-86; and
5. Exhibit D — Carahsoft Technology Corp Quote 38375754
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 and D, and 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 — NCPA001-86, then Exhibit A — City's Terms and Conditions shall control, but only to
the extent allowable under the NCPA001-86.
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 under this Agreement by Buyer shall not exceed
the amount of four hundred seventy-two thousand eight hundred seventy-five dollars ($472,875.00).
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 November 30, 2023 to coincide with the Cooperative
Purchase Agreement. This agreement may be amended to reflect the successive Cooperative Agreement
to NCPA01-86 and be renewed annually in accordance with the terms of that Cooperative Agreement.
[signature page following)
Cooperative Purchase Page 1 of 18
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 (Jul 7, 202317:09 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jul 7, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
Carahsoft Technologies Corporation
By: /l Z��2 i2Q. cSmzt
Name:Kristina Smith
Title: Contracts Director
Date: 06-29-2023
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.
By: Steven Vandever (Jun 30, 202311:04 CDT)
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: 23-0442
Approved: 6/13/2023
Form 1295: 2023-1019567
ATTEST:
By:
Name:
Title:
Cooperative Purchase Page 2 of 18
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. Attornevs' 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.
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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. Soverei2n Immunitv. 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 Indemnitv. 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.
Notwithstanding the above, Vendor, and its suppliers, officers, affiliates, representatives, contractors,
and employees shall not be responsible or liable with respect to any subject matter of these Terms and
Conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or
interruption of use or for loss or inaccuracy or corruption of data or loss of business; (b) for any indirect,
exemplary, incidental, special or consequential damages (c) for any matter beyond Vendor's reasonable
control; or (d) for any amounts that, together with amounts associated with all other claims, exceed 3x
the fees paid by City to Vendor for the subscribed services under Exhibit D — Carahsoft Technology
Corp Quote 38375754 in the 12 months prior to the act that gave rise to the liability, in each case,
whether or not Vendor has been advised of the possibility of such damages.
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
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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.
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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. Citv 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,
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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 Nationalitv 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 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.
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 Bovcottin2 Enerav 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.
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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.
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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 htty://www.ethics.state.tx.us/forms/CIO.vdf.
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.
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, try a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), 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.
J Name of vendor who has a business relationship with local governmental entity.
N/A
J
Check this box If you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
offlcer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government off lost.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
L]Yes L]No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
F1 Yes E]No
J Describe each employment or business relationship that the 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.
J
❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
06/30/2023
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
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EXHIBIT C
Tab 2 - NCPA Administration Agreement
This Administration Agreement is made as of December 3. 2018 , by and between National
Cooperative Purchasing Alliance ("NCPA") and Carahsoft Technoloav Corp ("Vendor").
Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated December 3. 2018,
referenced as Contract Number 01-86 , by and between Region 14 ESC and Vendor, as may
be amended from time to time in accordance with the terms thereof (the "Master Agreement"), for the
purchase of Software Products and Services;
WHEREAS, said Master Agreement provides that any state, city, special district, local government,
school district, private K-12 school, technical or vocational school, higher education institution, other
government agency or nonprofit organization (hereinafter referred to as "public agency" or collectively,
"public agencies") may purchase products and services at the prices indicated in the Master Agreement;
WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the
Master Agreement to public agencies;
WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other
master agreements offered by NCPA
WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement;
WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master
Agreement to public agencies on a national basis;
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual
covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:
♦ General Terms and Conditions
➢ The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as
though fully set forth herein, and the terms and conditions contained therein shall apply to
this Agreement except as expressly changed or modified by this Agreement.
➢ NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region
14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall
accrue and apply with equal effect to NCPA under this Agreement including, but notlimited
to, the Vendor's obligation to provide appropriate insurance and certain indemnifications
to Region 14 ESC.
➢ Vendor shall perform all duties, responsibilities and obligations required under the Master
Agreement in the time and manner specified by the Master Agreement.
➢ NCPA shall perform all of its duties, responsibilities, and obligations as administrator of
purchases under the Master Agreement as set forth herein, and Vendor acknowledges that
NCPA shall act in the capacity of administrator of purchases under the Master Agreement.
➢ With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to
the Master Agreement, NCPA (a) shall not be construed as a dealer, re -marketer,
representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public
Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region
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14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the
Master Agreement, or (ii) for any payments required to be made with respect to such
order, and (c) shall not be obligated, liable or responsible for any failure by the Public
Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the
due authorization and approval necessary to purchase under the Master Agreement. NCPA
makes no representations or guaranties with respect to any minimum purchases required
to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or
Public Agency under this Agreement or the Master Agreement.
➢ The Public Agency participating in the NCPA contract and Vendor may enter into a separate
supplemental agreement to further define the level of service requirements over and above
the minimum defined in this contract i.e. invoice requirements, ordering requirements,
specialized delivery, etc. Any supplemental agreement developed as a result of this contract
is exclusively between the Public Agency and Vendor. NCPA, its agents, members and
employees shall not be made party to any claim for breach of such agreement.
♦ Term of Agreement
➢ This Agreement shall be in effect so long as the Master Agreement remains in effect,
provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through
the termination of this Agreement and all indemnifications afforded by Vendor to NCPA
shall survive the term of this Agreement.
♦ Fees and Reporting
➢ The awarded vendor shall electronically provide NCPA with a detailed monthly or
quarterly report showing the dollar volume of all sales under the contract for the previous
month or quarter. Reports shall be sent via e-mail to NCPA offices at reporting@ncpa.us.
Reports are due on the fifteenth (151h) day after the close of the previous month or quarter.
It is the responsibility of the awarded vendor to collect and compile all sales under the
contract from participating members and submit one (1) report. The report shall include
at least the following information as listed in the example below:
Entity Name Zip Code State PO or Job # Sale Amount
Total
➢ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported.
From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered
fee schedule below. Vendor's annual sales shall be measured on a calendar year basis.
Deadline for term of payment will be included in the invoice NCPA provides.
Annual Sales Throueh Contract
0 - $30,000,000
$30,000,001- $50,000,000
$50,000,001+
Administrative Fee
2%
1.5%
1%
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➢ Supplier shall maintain an accounting of all purchases made by Public Agencies under the
Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a
period of four (4) years from the date NCPA receives the accounting. In the event of such
an audit, the requested materials shall be provided at the location designated by Region 14
ESC or NCPA. In the event such audit reveals an underreporting of Contract Sales and a
resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the
amount of such underpayment, together with interest on such amount and shall be
obligated to reimburse NCPA's costs and expenses for such audit.
♦ General Provisions
➢ This Agreement supersedes any and all other agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof, and no other
agreement statement, or promise relating to the subject matter of this Agreement which is
not contained herein shall be valid or binding.
➢ Awarded vendor agrees to allow NCPA to use their name and logo within website,
marketing materials and advertisement. Any use of NCPA name and logo or any form of
publicity regarding this contract by awarded vendor must have prior approval from NCPA.
➢ If any action at law or in equity is brought to enforce or interpret the provisions of this
Agreement or to recover any administrative fee and accrued interest, the prevailing party
shall be entitled to reasonable attorney's fees and costs in addition to any other relief to
which such party may be entitled.
➢ Neither this Agreement nor any rights or obligations hereunder shall be assignable by
Vendor without prior written consent of NCPA, provided, however, that the Vendor may,
without such written consent, assign this Agreement and its rights and delegate its
obligations hereunder in connection with the transfer or sale of all or substantially all of its
assets or business related to this Agreement, or in the event of its merger, consolidation,
change in control or similar transaction. Any permitted assignee shall assume all assigned
obligations of its assignor under this Agreement.
➢ This Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's
sole discretion, to an existing or newly established legal entity that has the authority and
capacity to perform NCPA's obligations hereunder
➢ All written communications given hereunder shall be delivered to the addresses asset
forth below.
National Cooperative Purchasing Alliance: Vendor: Carahsoft Technology Corporation
Name:
Title:
Address:
Signature
Date:
Matthew Mackel
Director. Business Development
PO Box 701273
Houston, TX 77270
December 3. 2018
Name: Kristina Smith
Title: Director of Contracts
Address: 1860 Michael Faraday Drive, Suite 100
Reston. VA
20190
Signature: -(,.,a�`rMN
Date: 11/09/18
Cooperative Purchase Page 13 of 18
PRICE QUOTATION
Exhibit D
CARAHSOFT TECHNOLOGY CORP carahsoftm
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8585 1 FAX (703) 871-8505
WWW CARAHSOFT.COM I SALES@CARAHSOFT.COM
Kathy Agee-dow
Contract Services Administrator
City of Fort Worth
275 W. 13th St
Fort Worth, TX 76102 USA
EMAIL: Kathryn.Agee-Dow@forhvorthtexas.gov
PHONE: (817)392-8461
TERMS: National Cooperative Purchasing Alliance (NCPA)
Contract Number. 01-86
Term: Through November 30, 2023
FTIN: 52-2189693
Shipping Point: FOB Destination
Credit Cards: VISNMasterCardIAMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088W5767
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
YEAR 1
FROM: Christine Wilt
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: Chdstine.Wilt@carahsoft.com
PHONE: (571) 662 3048 FAX: (703) 871-8505
QUOTE NO:
38375754
QUOTE DATE:
03/30/2023
QUOTE EXPIRES:
06/3012023
RFQ NO:
SHIPPING:
ESD
TOTAL PRICE:
$472,875.00
TOTAL QUOTE: $472,875.00
LIST PRICE QUOTE PRICE QTY EXTENDED PRICE
1 VCP-DEPT-509 Annual business unitdepartment subscription for$250,000.0000 $150,000.0000 SLG 1
unlimited use of Velosimo Connect Platform and
all generally available Standard Connectors, Utility
Connectors, and Custom Application Connectors.
This part may only be sold to government agency
unit depar
12 Month Service Tenn with Annual Invoicing
Velosimo Inc. - VCP-DEPT
2 VCP DEPT-509
9�1FA2@1:I9 3ij.']
CONFIDENTIAL
PAGE 1 of 2
YEAR 1 SUBTOTAL:
YEAR 2
$150,000.00
$150,000.00
Annual business unit department subscription for $250,000.00 $157,500.00 SLG 1 $157,500.00
unlimited use of Velosimo Connect Platform and
all generally available Standard Connectors, Utility
Connectors, and Custom Application Connectors.
This part may only be sold to government agency
unit depar
12 Month Service Term with Annual Invoicing
Velosimo Inc. - VCP-DEFT
YEAR 2 SUBTOTAL: $157,500.00
YEAR 3
Annual business unit department subscription for $250,000.00 $165,375.00 SLG 1 $16U.375.00
unlimited use of Velosimo Connect Platform and
all generally available Standard Connectors, Utility
Connectors, and Custom Application Connectors.
This part may only be sold to government agency
unit depar
12 Month Service Term with Annual Invoicing
Velosimo Inc. - VCP-DEFT
YEAR 3 SUBTOTAL: $165,375.00
QUOTE DATE: 03/30/2023
QUOTE NO: 38375754
Cooperative Purchase Page 14 of 18
PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8585 1 FAX (703) 871-8505
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
LINE NO. PART NO. DESCRIPTION
SUBTOTAL:
Please reference the NCPA001-86 Contract on the Purchase Order.
CONFibLi11TIAL
PAGE 2 of 2
LIST PRICE QUOTE PRICE
TOTAL PRICE:
TOTAL QUOTE
carahsoft
QTY EXTENDED PRICE
$472,875.00
$472,376.00
$472,875.00
QUOTE DATE: 03/30/2023
QUOTE NO: 38375754
Cooperative Purchase Page 15 of 18
velosimo•
RESELLER SALES QUOTE
ADDITIONAL QUOTE TERMS & CONDITIONS
1. All Standard Connectors include a one (1) week Onboarding Credit, except for the Accela <> Bluebeam and Accela <> OpenCounter Connectors,
which include additional Onboarding Credits as follows:
a. Accela <> Bluebeam Connector includes up to six (6) 1-week Onboarding Credits for configuration. See Appendix A for further detail.
b. Accela <> OpenCounter Connector includes up to three (3) 1-week Onboarding Credits for configuration of up to five (5) Accela record
types. Credits include any combination of Design, Implementation, and Training as needed.
2. If Customer requires a Connector that is not generally available, Customer may purchase MIS Credits at $10,000 per credit to have Velosimo
develop the Connector. See Appendix B for further detail.
3. 12 Month Service Terms are invoiced annually.
4. Service Term Start Date for the first Service Term shall begin on the date the Proof of Delivery ("POD") email sent by Velosi mo is received by
Customer Delivery Contact. The POD email shall include the login information for the Customer's access to the provisioned environment for the
Subscribed Services.
5. Subsequent Term Start Dates commence on the anniversary of the previous Term Start Date.
6. Any End User Fee increase for subsequent Service Terms will be capped at 5% and effective at the start of the subsequent Service Term for the
applicable Order.
7. Unless the End User has an effective Master Agreement executed by Velosimo for such Subscription Services as referenced in this Sales Quote,
in which case such Master Agreement terms will govern, this Order Form is governed by the applicable terms and conditions of the Velosimo
Master Subscription Agreement provided at www.velosimo.com/msa-1 and the Support and Maintenance terms provided at
www.velosimo.com/msmip-1.
8. Payment obligations hereunder are non -cancelable, and any fees, when paid, shall be non-refundable.
Page 1 of 3
Cooperative Purchase Page 16 of 18
velosimo•
RESELLER SALES QUOTE
Appendix A: Included Accela I Bluebeam Connector Onboarding Credits
Phase 1. Prototype Configuration
Two (2) existing workflows will be mutually selected in the Accela Civic Platform to be configured for Electronic Plan Review integration in a lower
environment (SUPP/TEST). In the first sprints, Velosimo will configure a single workflow with minimal integration rules configured between Accela and
Bluebeam based on existing best practice recommendations and inputs from the Forth Worth Subject Matter Experts (SMEs).
Phase 2. Core Electronic Plan Review Configuration
Upon successful completion of Phase 1, Velosimo will hold an analysis session to gather SME feedback. An integration configuration for other in -scope
workflows will be completed during this phase based on the prototype and SME feedback.
Agency Accela Admin(s) will be trained to configure Bluebeam integration for any additional records (and workflows) Upon completion of configuration,
Fort Worth Subject Matter Experts will be expected to perform final acceptance testing. Velosimo will help Fort Worth Accela Agency Admin(s) prepare a
Data Manager Package (or other) to migrate configuration between Accela environments. Fort Worth Aocela Admin(s) will perform the Accela migration
tasks to the production environment.
[Not Included] Customizations within Accela to streamline and further automate processes.
Sometimes, there is a need to update existing Accela processes to realize the efficiencies of Electronic Plan Review better. Examples of such cases are
scripting updates to automate workflow task status better changes, data validation on application submittal, or other Accela changes to help streamline the
process. Velosimo does not include these types of changes in the scope of this implementation. If additional work is needed, the Customer may purchase
additional Onboarding Credits at $10,000 per credit.
Page 2 of 3
Cooperative Purchase Page 17 of 18
velosimo•
RESELLER SALES QUOTE
Appendix B: Velosimo Managed Integration Service Credits
1. Each MIS Credit represents a one (1) week sprint and may include any combination of design, development, implementation, and training on building
connectors and apps.
2. See the below table for a description of MIS Credit Types and the number of credits required for each type.
3. A 60-day advanced notification to Velosimo is required to schedule an MIS Credit activity, and no more than two (2) MIS Credits can be used
concurrently. At its discretion, Velosimo may accept notification of fewer than 60 days and allow for more than two MIS Credits to be used concurrently.
4. MIS Credits included in the annual Platform subscription term must be used within the term and expire at the end of the then -current term.
5. If MIS Credits are required in addition to the MIS Credits included in the annual Platform subscription, they may be purchased at $10,000 per credit.
Any additional MIS Credits purchased expire one (1) yearfollowing their purchase date.
Type MIS Credit Sub -Type Description Credits
Required
Connector Development
One-way Connector
A single direction integration flow between two endpoints with a single
3
Integration Flow
integration flow
Connector Development
Two-way Connector
Bi-directional integration between two endpoints with two integration
6
Integration Flow
flows
Connector Development
Additional Connector
Integration Flow
Additional integration flow to a two-way connector
1.5
Implementation & Training
Connector Development
Custom Connector and App development training using the Velosimo
0.5
Training
Connect Platform
Implementation & Training
Connector Implementation
Implementation training for End -User projects
1
Training
Page 3 of 3
Cooperative Purchase Page 18 of 18
M&C Review
Page 1 of 2
ACITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORT WORTII
'141�
REFERENCE **M&C 23- 04AUTHORIZE COOPERATIVE
DATE: 6/13/2023 NO.: 0442 LOG NAME: AGREEMENT WITH
CARAHSOFT FOR VELOSIMO
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize a Cooperative Purchase Agreement with Carahsoft Technology
Corporation for Velosimo Software Subscription in the Amount of $472,875.00 for
the Development Services Department through the Information Technology Solutions
Department and Adopt Appropriation Ordinance from the Special Purpose Fund in the
Amount of $307,500.00
RECOMMENDATION:
1. Authorize a Cooperative Purchase Agreement with Carahsoft Technology Corporation for
Velosimo software subscription in the amount of $472,875.00; and
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations
in the Special Purpose Fund in the amount of $307,500.00 from available funds, within the
Developer Technology Improvements project (City Project No. S00164)
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize a purchase
agreement for the Velosimo Software subscription through Carahsoft Technology Corporation
("Carahsoft") using Cooperative Purchase Agreement National Cooperative Purchasing Alliance 01-86
(the "Agreement") and appropriate funding from the Special Purpose Fund to cover the costs
associated with the first two years of the Agreement.
The Agreement will support Velosimo's software integrations with Accela now that Accela has
migrated to cloud support. Velosimo supports more than eight highly desired integrations such as
Bluebeam, OpenCounter Permit Assist, Power BI, and iNovah. Velosimo will provide training in the
area of maintenance and development for the Development Services staff.
Implementing Velosimo software through Carahsoft will provide improvements in the areas of data
transfer and management, improved and simplified processes, and allow for data to be transferred
seamlessly between specific software platforms and Accela for the Development Services
Department.
The first two years of the Velosimo software subscription will be funded through the Developer
Technology Improvements project within the Special Purpose Fund in the amount of $150,000.00 for
the first year and $157,500.00 for the second year, total amount $307,500.00. The third year of the
subscription in the amount of $165,375.00 will be funded as appropriated under the Information
Technology Solutions Fiscal Year 2025 operating budget. Total amount of the contract is
$472,875.00.
COOPERATIVE PURCHASE: Pricing for Velosimo is offered through Carahsoft under cooperative
purchase contract National Cooperative Purchasing Alliance (NCPA) 01-86. The NCPA is authorized
to offer cooperative purchasing programs to state agencies, public institutions of higher learning,
public school districts and local governments. 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. NCPA contracts are competitively bid to
increase and simplify the purchasing power of government entities.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31070&councildate=6/13/2023 6/30/2023
M&C Review
Page 2 of 2
SUCCESSOR CONTRACTS: The City will initially use the NCPA 01-86 to make purchases
authorized by this M&C. NCPA 01-86 is set to expire November 30, 2023. If NCPA 01-86 is
extended, this M&C authorizes the City to purchase similar services under the extended contract. If
NCPA 01-86 is not extended, but NCPA executes a new cooperative contract with Carahsoft and with
substantially similar terms, this M&C authorizes the City to purchase services under the new NCPA
contract. If this occurs, in no event will the City continue to purchase goods and services under the
new agreement for more than three (3) years without seeking Council approval.
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.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
AGREEMENT TERMS: Upon approval of this recommendation, the agreement shall remain in effect
in accordance with Carahsoft NCPA 01-86 or applicable successive NCPA contracts for the same
services and so long as funds are appropriated as part of the FY 2025 ITS operating budget.
This will serve ALL COUNCIL DISTRICTS.
1�6Y�1�1►I��]Nd�/_��[�l�lLy�:71�1y[K3�[�7►A
The Director of Finance certifies that funds are available in the capital budget, as previously
appropriated, in the Special Purpose Fund for the Developer Tech Improvements project to support
the approval of the above recommendations and award of the agreement. Prior to any expenditure
being incurred, the Information Technology Solutions Department and the Development Services
Department have the responsibility to validate the availability of funds.
TO
Fund Department ' Account Project I Program Activity I Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Valerie Washington (6192)
Kevin Gunn (2015)
Mark Deboer (8598)
04AUTHORIZE COOPERATIVE VELOSIMO FID.xlsx (CFW Internal)
04COOP AGREEMENT WITH CARHSOFT FOR VELOSIMO SOFTWARE.docx (CFW Internal)
FID Table Velosimo Development Services.XLSX (CFW Internal)
Form 1295 2023-1019567.Ddf (CFW Internal)
ORD.APP 04AUTHORIZE COOPERATIVE AGREEMENT WITH CARAHSOFT FOR VELOSIMO 25002.docx
(Public)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31070&councildate=6/13/2023 6/30/2023