HomeMy WebLinkAboutContract 59918CSC No. 59918
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Sigma
Surveillance, Inc. DBA STS360, ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — City's Terms and Conditions;
3. Exhibit B — Conflict of Interest Questionnaire.
4. Exhibit C — Texas Department of Information Resources DIR-CPO-4697; and
5. Exhibit D — DIR-CPO-4697 Price Index
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C —DIR-CPO-4697, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-CPO-4697.
Buyer shall pay Seller in accordance with the fee schedule and terms in Exhibit C and D and in
accordance with the provisions of this Agreement. Total payment made annually under this Agreement
by Buyer shall not exceed the amount of TWO MILLION THIRTYNINE THOUSAND DOLLARS
($2,039,000.00). Seller shall not provide any additional items or services or bill for expenses incurred
for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional
costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by
this Agreement unless Buyer first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on February 28, 2025 to coincide with the Cooperative
Purchase Agreement. Buyer shall be able to renew this agreement for one (1) one-year renewal options
by written agreement of the parties.
[signature page following]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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: Valerie Washington (Aug 14, 202311:04 CDT)
Date:
Name: Valerie Washington
Title: Assistant City Manager
Aug 14, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST:
By:
ypx A �?3�' 4
Name: Jannette Goodall
Title: City Secretary
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.
S; 7"ratt er
By: S.Trotter (Aug 9, 2023 14:18 CDT)
Name: Sallie Trotter
Title: Assistant Director, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT
AUTHORIZATION:
M&C: 23-0613
Approved: 8/8/2023
Form 1295: 2023-1027402
SELLER:
Sigma Surveillance, Inc. DBA STS360
By:
Name. John Paul Hoffman
Title: Executive Vice President
Date: 7/31/2023
ATTEST:
By:
Name: John Skuse
Title: Vice President
7/31/2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non -breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
c. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of termination.
Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a
court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost and expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable information
("Personal Data") by any unauthorized person or third party, or becomes aware of any other
security breach relating to Personal Data held or stored by Vendor under the Agreement or in
connection with the performance of any services performed under the Agreement or any
Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall
fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of
such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take
the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City,
its Affiliates, and their respective officers, directors, employees and agents, harmless from and
against any and all claims, suits, causes of action, liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the acts or
omissions of City. All Personal Data to which Vendor has access under the Agreement, as between
Vendor and City, will remain the property of City. City hereby consents to the use, processing
and/or disclosure of Personal Data only for the purposes described herein and to the extent such
use or processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer
Personal Data to third parties other than through its underlying network provider to perform its
obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to
defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result
of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United
States or other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood
and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, City shall have the right to terminate the Agreement except for
those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Addendum shall control.
15. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code
of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under the Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and
the United States Attorney General.
16. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under the Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under the
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the
Agreement for violations of this provision by Vendor.
17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
18. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
19. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http://www.ethics.state.tx.us/forms/CIO.pdf.
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 casts.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
1 OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2023-1027402
Date Filed:
05/30/2023
Date Acknowledged:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Sigma Surveillance, Inc. DBA STS360
Dallas, TX United States
2
Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Fort Worth
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
52756
DIR-CPO-4770, DIR-CPO-4697 Security and Surveillance Systems
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check if there is NO Interested Party.
only
X
6
UNSWORN DECLARATION
My name is John Skuse , and my date of
birth is
,
11/30/1986 .
My address is 14229 Proton Rd , Dallas , TX
75244 , USA .
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in Dallas County, State of Texas , on the 30 day of May , 20 23 .
(month) (year)
Signatu e of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission
www.ethics.state.tx.us
Version V3.5.1.a18ea2ca
Exhibit C
Texas DIR-CPO-4697
Contract Number
DIR-CPO-4697
Vendor Information
1-PRO Americas Inc.
Vendor ID. 18424400085
HU O Type: Non HUB 0
RFO: DIR-CPO-TMP-443
Contract Status: Active
Contract Overview
Contract Term Date: 02/24/25 0
Contract Expiration Date: 02/24/26 DD
VENDOR CONTACT: DIR CONTACT:
Dave Ovesny C? Linda Mahan C?
Phone: (330) 219-1758 Phone: (512) 475-4830
Vendor Website Gr
i-PRO Americas Inc. (formerly Panasonic I -Pro Sensing Solutions) offers law enforcement, surveillance and security
monitoring products and related services. Contracts may be used by state and local government, public education, other
public entities in Texas, as well as public entities outside the state. ReselLers are available on this contract. DIR has
exercised the automatic renewal option for this Contract. This renewal extends the contract through 02/24/2025.
DIR Contract No. DIR-CPO-4697
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Panasonic I -Pro Sensing Solutions Corporation of America
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 15tt' Street, Suite 1300, Austin, Texas 78701, and Panasonic I -Pro
Sensing Solutions Company of America (hereinafter "Vendor"), with its principal place of business
at 800 Gessner Rd., #700, Rolling Meadows, IL 77024.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,
Request for Offer (RFO) DIR-CPO-TMP-443, on 10/28/2019, for Law Enforcement, Surveillance
and Security Monitoring, Emergency Preparedness, Disaster Recovery Technology Products and
Related Services. Upon execution of this Contract, a notice of award for RFO DIR-CPO-TMP-443
shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows: this
Contract; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Appendix D, Customer Service Agreement Template; Exhibit 1,
Vendor's Response to RFO DIR-CPO-TMP-443, including all addenda; and Exhibit 2, DIR-CPO-TMP-
443, including all addenda; are incorporated by reference and constitute the entire agreement
between DIR and Vendor governing purchase transactions. In the event of a conflict between the
documents listed in this paragraph related to purchases, the controlling document shall be this
Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Exhibit 1,
and finally Exhibit 2. In the event and to the extent any provisions contained in multiple
documents address the same or substantially the same subject matter but do not actually conflict,
the more recent provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The initial term of this Contract shall be two (2) years commencing on the last date of approval by
DIR and Vendor, with one (1) optional two-year renewal and one (1) optional one-year renewal.
Prior to expiration of each term, the contract will renew automatically under the same terms and
conditions unless either party provides notice to the other party 60 days in advance of the renewal
date stating that the party wishes to discuss modification of terms or not renew. Additionally, the
parties by mutual agreement may extend the term for up to ninety (90) additional calendar days.
Department of Information Resources
Page 1 of 5 (DIR rev 06/2020)
DIR Contract No. DIR-CPO-4697
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to law enforcement, surveillance and
security monitoring, emergency preparedness, disaster recovery technology products and
related services as specified in Appendix C, Pricing Index. Vendor may incorporate changes
to their product offering; however, any changes must be within the scope of products
awarded based on the posting described in Section 1.B above. Vendor may not add a
manufacturer's product line which was not included in the Vendor's response to the
solicitation described in Section 1.B above.
B. Services
Services available under this Contract are limited to law enforcement, surveillance and
security monitoring, emergency preparedness, disaster recovery technology products and
related services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their service offering; however, any changes must be within the scope of services awarded
based on the posting described in Section 1.B above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders,
Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR
Administrative Fee.
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract three-quarters of one percent (0.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000.00 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Department of Information Resources
Page 2 of 5 (DIR rev 06/2020)
DIR Contract No. DIR-CPO-4697
If sent to the Vendor:
William Brennan
Panasonic I -Pro Sensing Solutions Company of America
800 Gessner Rd. #700
Rolling Meadows, IL 77024
Phone: (224) 575-6046
Email: William.brennan@us.panasonic.com
7. Software License and Service Agreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold, use and operate
such software subject to compliance with the Software License Agreement. Customer and
Vendor may agree to additional terms and conditions that do not diminish a term or condition
in the Software License Agreement, or in any manner lessen the rights or protections of
Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software
License Agreement terms and conditions available to all Customers at all times.
2) Compliance with the Software License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer's compliance with the Software License
Agreement.
B. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract, and irrespective of whether any such provisions have been
proposed prior to or after the issuance of a Purchase Order for products licensed under this
Contract, or the fact that such other agreement may be affixed to or accompany software
upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall
supersede. It is the Customer's responsibility to read the Shrink/Click-wrap License
Agreement and determine if the Customer accepts the license terms as amended by this
Contract. If the Customer does not agree with the license terms, Customer shall be
responsible for negotiating with the reseller to obtain additional changes in the
Shrink/Click-wrap License Agreement language from the software publisher.
C. Service Agreement/Service Agreement Template
Services provided under this Contract shall be in accordance with the Service
Agreement/Service Agreement Template as set forth in Appendix D of this Contract. No
changes to the Service Agreement terms and conditions may be made unless previously
agreed to by Vendor and Customer. If utilizing the Service Agreement Template, the Vendor
and Customer may agree to terms and conditions that do not diminish or lessen the rights or
protections of the Customer or the responsibilities or liabilities of the Vendor.
D. Conflicting or Additional Terms
1. In the event that conflicting or additional terms in Vendor Software License Agreements,
Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental
documents amend or diminish the rights of DIR Customers or the State, such conflicting
or additional terms shall not take precedence over the terms of this Contract.
Department of Information Resources
Page 3 of 5 (DIR rev 06/2020)
DIR Contract No. DIR-CPO-4697
2. In the event of a conflict, any linked documents may not take precedence over the printed
or referenced documents comprising this contract; provided further that any update to
such linked documents shall only apply to purchases or leases of the associated Vendor
product or service offering after the effective date of the update; and, provided further,
that, if Vendor has responded to a solicitation or request for pricing, no update of such
linked documents on or after the initial date of Vendor's initial response shall apply to
that purchase unless Vendor directly informs Customer of the update before the purchase
is consummated.
3. In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective
until reviewed and approved in writing by Customer's authorized signatory.
4. Vendor shall not [without prior written agreement from Customer's authorized
signatory,] require any document that: 1) diminishes the rights, benefits, or protections
of the Customer, or that alters the definitions, measurements, or method for determining
any authorized rights, benefits, or protections of the Customer; or 2) imposes additional
costs, burdens, or obligations upon Customer, or that alters the definitions,
measurements, or method for determining any authorized costs, burdens, or obligations
upon Customer.
S. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and
Vendor will nonetheless be obligated to perform the contract without regard to the
prohibited documents, unless Customer elects instead to terminate the contract, which
in such case may be identified as a termination for cause against Vendor.
6. The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and
obligations from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
(Remainder of this page intentionally left blank.)
Department of Information Resources
Page 4 of 5 (DIR rev 06/2020)
DIR Contract No. DIR-CPO-4697
This Contract is executed to be effective as of the date of last signature.
Panasonic I -Pro Sensing Solutions Corporation of America
Authorized By: Signature on File
Name: William Brennan
Title: President
Date: 2/11/2021
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 2/23/2021
Office of General Counsel: Signature on File
Department of Information Resources
Page 5 of 5 (DIR rev 06/2020)
Exhibit D
Texas DIR-CPO-4697 Price Index
Appendix C Pricing Index
DIR-CPO-4697
Panasonic i-PRO Sensing Solutions Corporation of America
Manufacturer / Brand
Panasonic i-PRO
Category
IN CAR VIDEO PRODUCTS AND ACCESSORIES
DIR Customer Discount % off
MSRP
11.00%
ARBITRATOR MK3 - ARB-KIT-HD & ARB-KIT-HDVC35
19.00%
BACK SEAT CAMERA - ARB-WV-VC31-C
19.00%
900 MHZ MICROPHONE KIT- FULL - ARB-M90
20.00%
Panasonic i-PRO
IN CAR VIDEO SOFTWARE
2.00%
Panasonic i-PRO
IN CAR VIDEO SERVICE
2.00%
Panasonic i-PRO
IN CAR VIDEO SERVICE AND SOFTWARE
2.00%
Panasonic i-PRO
BODY WORN CAMERA PRODUCTS AND ACCESSORIES
11.00%
KF MAGNET MOUNT DOCK KITS - ARB-BWC3MNT-MAG
15.00%
Panasonic i-PRO
BODY WORN CAMERA SERVICE
2.00%
PROTECTION PLUS - BWC KIT YEARS 1- 4
2.00%
PROTECTION PLUS - BWC KIT YEARS 5
13.00%
Panasonic i-PRO
BODY WORN CAMERA SERVICE AND SOFWARE
2.00%
Panasonic i-PRO
SECURITY CAMERA PRODUCTS AND ACCESSORIES
25.00%
1080P H.265 OUTDOOR VANDAL DOME W/IR LED WV-S2531LN
28.00%
1080P H.265 OUTDOOR PTZ 40Z ZOOM - WV-X6531N
38.00%
Panasonic i-PRO
SECURITY CAMERA SERVICE
2.00%
Panasonic i-PRO
SECURITY CAMERA SOFTWARE
2.00%
M&C Review Page 1 of 2
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 8/8/2023 REFERENCE NO.: **M&C 23-0613 LOG NAME:
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of a Cooperative Purchasing Agreement with Sigma
Surveillance, Inc. dba STS360 Using a Cooperative Agreement with Renewal Options in
the Amount of $2,039,000.00 for the Information Technology Solutions Department
Official site of the City of Fort Worth, Texas
FORTWORTIt
04SIGMA
SURVEILLANCE
RECOMMENDATION:
It is recommended that City Council authorize execution of a Cooperative Purchasing Agreement with
Sigma Surveillance, Inc. dba STS360 using a cooperative agreement with up to three renewal
options in the amount of $2,039,000.00 for the Information Technology Solutions Department.
DISCUSSION:
On June 27, 2023, City Council authorized Mayor and Council Communication (M&C) 23-0524 for
execution of a cooperative purchasing agreement with Sigma Surveillance, Inc. dba STS360 in the
amount of $2,039,000.00 annually using Texas Department of Information Resources contract DIR-
CPO-4770 with three options to renew. This M&C is to request authorization to execute an additional
cooperative purchase agreement with Sigma Surveillance, Inc. dba STS360 (STS360) using Texas
Department of Information Resources contract DIR-CPO-4697 with three options to renew. The
Cooperative Purchasing Agreements executed with STS360 using DIR-CPO-4770 and DIR-CPO-
4697 will share the total annual authorization of $2,039,000.00 approved under M&C 23-0524.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchase agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS: In the event DIR-CPO-4697 is not renewed, staff would cease
purchasing at the end of the last purchase agreement coinciding with the valid DIR agreement. If the
City Council were to not appropriate funds for a future year, staff would stop making purchases when
the last appropriation expires, regardless of whether the then -current purchase agreement has
expired.
The City will initially use DIR-CPO-4697 to make purchases authorized by M&C 23-0524 and this
M&C. The cooperative agreement is set to expire February 24, 2025. If DIR-CPO-4697 is extended,
this M&C authorizes the City to purchase similar equipment and services under the extended
contract. If DIR-CPO-4697 is not extended but DIR executes a new cooperative contract with STS360
with substantially similar terms, this M&C authorizes the City to purchase the equipment and services
under the new DIR contract. If this occurs, in no event with the City continue to purchase goods and
services under the new agreement for more than three (3) years without seeking Council approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
http://apps.cfwnet.org/council packet/mc_review.asp?ID=31240&councildate=8/8/2023 8/9/2023
M&C Review Page 2 of 2
AGREEMENT TERM: Upon City Council's approval, the initial term of the agreement will be effective
once executed by the Assistant City Manager and will expire on February 24, 2025 in accordance with
the DIR contract. The Agreement may be renewed through February 24, 2026.
RENEWAL OPTIONS: This Agreement may be renewed for three (3) additional one-year renewal
term, in accordance with the underlying or successive DIR, at the City's option. This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds
to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the Grants Cap Projects Federal Fund for the City Hall Move 100 Energy Way project
and in the ITS Capital Fund for the Technology Infrastructure -IT programmable project and upon
adoption of the Fiscal Year 2024 Budget by the City Council, funds will be available in the Fiscal year
2024 operating budget, as appropriated, in the Info Technology Systems Fund, to support the
approval of the above recommendation and execution of the agreement. Prior to an expenditure
being incurred, the Information Technology Solutions Department has the responsibility to validate the
availability of funds.
TO
Fund
FROM
Fund
Department
ID
Account
Project
ID
Program
Activity
Budget
Year
Reference #
(Chartfield 2)
Amount
Department Account Project Program
ID ID
Activity
Budget
Year
Reference #
(Chartfield 2)
Amount
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Valerie Washington (6192)
Kevin Gunn (2015)
Sallie Trotter (8442)
ATTACHMENTS
04AUTHORIZE COOPERATIVE PURCHASE AGREEMENT SIGMA SURVEILLANCE funds availability.pdf (CFW
Internal)
FID Table Sigma Surveillance.XLSX (CFW Internal)
Form 1295 2023-1027402.pdf (CFW Internal)
http://apps.cfwnet.org/council packet/mc_review.asp?ID=31240&councildate=8/8/2023 8/9/2023