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HomeMy WebLinkAboutContract 60296FORT WORTH CSC No. 60296 .,.,� CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Digital Resources, Inc. ("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: l . This Cooperative Purchase Agreement; 2. Exhibit A — City's Terms and Conditions; 3. Exhibit B — Conflict of Interest Questionnaire, 4, Exhibit C — TIPS 230105 Cooperative Agreement 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 Ternis and Conditions and Exhibit C — TIPS 230105 Cooperative Agreement, then Exhibit A — City's Terms and Conditions shall control, but only to the extent allowable under the TIPS 230105 Cooperative Agreement Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with the provisions of this Agreement. Total payment made annually under this Agreement by Buyer shall not exceed the amount of One Million Five Hundred Thousand ($1,500,000.00). 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 terns of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on May 31, 2024 to coincide with the Cooperative Purchase Agreement. Buyer shall be able to renew this agreement for FOUR (4) one-year renewal options by written agreement of the parties. [signature page.lbllowing] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 11 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 (Oct 18, 202310:54 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Oct 18, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: FORr°°II a a ~ 9oa � ,,�S�xs cpa�Iln�645�6 By: Name: Jannette Goodall Title: City Secretary SELLER: Digital Yources, Inc. By: Cie nc Nae: y� Title: Date: i 10 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: P Name: Jeff Park Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: Bv: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0787 Approved: 09/26/2023 Farce 1295: 2023-1062282 ATTEST: By: Name: Title: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of I1 Exhibit A CITY OF FORT WORTH, TEXAS TERMS AND CONDITIONS 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 Fundina 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. Cooperative Purchase Page 3 of 11 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 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. Sovereian 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 Liabilitv 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 S, 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 Cooperative Purchase Page 4 of 11 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. Cooperative Purchase Page 5 of 11 12. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability offends. 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 ("NC1C") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecominunlcations 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 (1-9). Upon request by City, Vendor shall provide City with copies of all Cooperative Purchase Page 6 of 11 1-9 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 (Z) will not boycott Israel during the term of the Agreement. 18. Riaht 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 Bovcottina Ener2v Como_ anies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.S. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.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 Cooperative Purchase Page 7 of 11 "discriminate," "firearm entity" and "firearm trade association" have the weaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 14, § 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: (l) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 8 of' ] 1 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 httn://www.ethics.state.tx.us/forms/CIO.udf. 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. Cooperative Purchase Page 9 of 11 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by KID. 22. 94th leg., Regular Session. Th is questionnaire is being ffled in accordance with Chapter 176. Local Government Code. 6y a vendor who has a business relationship as defined by Section 176.001(1-a) with a focal governmental entity and the vendor meets requirements under Section 1 a 6.006(a). By law this ctapstinnnaire must be fiiedwith the f-emrds administritof of the local governmental entity not later than the 7th bli5lf1QS5 day after the data the venttor becomes aware of facts :hat rettutre the statemenE tD be filed. Soo 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 th+s section is a misdemeanor. J Narnepf vendor who has siness relationship with local governmental entlty. 11 "' J0 e S o (X'f u -I 'rp � _ _J I . X�.ck this box f you are filing an update to a pi vlously flied questlonnalre. FORm CIQ 01FICE USE ©NLY i3at� Rc-a:m (The 14w +egr,:ims that you Me an updated completed questionnaire with the appropriate filing authority not later than the 74h business day after the date on which you became awvafey that the originally filed questionnaife was ancornpwe of. inaccutale.) 3 Nanto of local government officer aUl turn that information In this section Is tr Ing disclosed. I Name of Officer This section (item g including subparts A. 2. C, & t31 must be completed for each officer with whom the vendor has an employment or other business relationship as defined by 5ecWn 176.DG1(1-w, Local Government Code. Attach additional pages to this Form GIQ as necessary. A. Is the local government officer named rn this section receiving or 14refy to raceme taxable income other than investment mcoma. tram the verid(x? Yes = No 6 Is the vendor recoivino or likely to raoenre taxable income. uthor than investment income from or at the$ direction of the Zonal government officer named in this section AND the taxable income is not received from the local governmental entity') EJ Yes t._... 1 No C Is the filar of this questionnaire employed by a corporation or other businoss entity with respect to which the iotal government officer serves as an officer or director. or holds an ownership interest of ono percent or more) = Yes D No D Describe each employment or busrnesa and family relationship with the focal government officer named in this section. ftnatur+ Y97rC1 rlo+ny t7Uslrn&Ss WRrI fir@ rnmgntal entry 60te Aflo,,Tzn c 7 20T Cooperative Purchase Page 10 of 11 EXHIBIT C COOPERATIVE AGREEMENT 230105 CONTRACT Technoloav 5olutions Digital Resources inc,odf Rios-usa.com) -PIPSVFNDORAGR1 ENIENr I I [IS UP 2MI05 l'echneltop !mAulium. PraducN.:ind !�wrmict` , The ldllm%ing Vendor Agnmm m ("Agreerncm") creaks a ic#d agmincm bc-mven The Intcricmal Purchasing System i­TIPS"), a g,Ovcrnrrwnt purcham-liv coaperativc and Dcparlimcm of'Texav Region $ Education Semite Centcr and (INSFRT EN'T'ITY NANV): Digital Resources, Inc. WNTFA FN''T1TY NAME) it Provoke%. agents, mits€diarics. and aff hatc% l.togelhcr. -Vendor-1 (lnditidually, "Party". and collkt-ti%clt- the Varfi&'acid this agreement shall cxclu isclp go%crn the corimiclual rclatit.nshi}3 t" 1rr�tirnestt"l l twrctl the Pattie. TIPS, a .-mcmnicntal entity and a nummial purchasing ctxiperativv tiecks to prtwtde a valwablc and ncc.eMsan° solution to public critilics and qualifying non•prwits by pi:6)rming the public prcxurcirmit �,nfieimlion proccs"s and ;mard€ng ctlmlmlt<snt t�mir.Erts to gttali)icsi vendors Thm where the law € ('a customer's jurisdiction atlovvs, instead oi'pubhe cnlitic and qualifying nowpmfils e pc ndin-, time. nmoncy, and rc,ourcca tin the cxtcnsivc public prtmcttrrr1wfl1 procc;"t, the nsc of'TIRS allows Public entities to quickly scicc•t and Purchaac their prci'errrd products or scvvices from qualified. 4:ompetnivc1y evaluated vcndurs through xc,Vcrl,tive purchasing. 1. Purpww. Nile pur sc of this Ag rccnteni is to identify the terms and coridition—li the relationship betvtccn TIPS and Vendor. Puhlte enwics wid gfaallfVi€Sg tlon-pre+fit:: 111,11 prolperly !tint or milize TIPS "("C[pti %Icnifxmr `) may elect to "piggyb�tt•k'- oti of T'iPS' pn,curcntcnts and a rerrrscnts where the lau`c of thcEr IurEulutuin slltivt'. I Ws Mciniht rs are not contracitial part tcs to this Ay roc-awnt although terms and ccmdittom of this Agreement may ensure bcncfii, to 111's Menhirs 2. Atitht€rity. The. Parties tlgree that the mg mitories below urr mdis ideal authorized to enter into thi Agrcetllcm rust behalf -oaf their cntily Jild tha€ emits arc acting under duc and (mrtiper atithority utuiei applicalalc !au J. Defrailiom. ,t. TIPS Pricing[: Tbc spccilic pricing. discounts, and other pricing terms and imcntivcs rchtch Vondor submitted and T'IIrS approved fur each respcctiv; TIPS Contract awarded to Vcndor and all perms-siblc, subsequent prseutg updates strhtniitcd by Vcndtlr and accepted by TIPS, afany. h. Autborixcd W:selicr: A resel ler for dealer ctuthomcd and added by a Vimdoi' tlmlugh their online TIPS Vendclr Pottal to inakc TIPS sales scGording to the terms and condition-, hcrem. 4. Fritire Agreement. This Agreetncm resulted frurn TIPS pt/strng a "TIPS Solienslion iR!•P. RCS!'. RFQ. or other) and Vendor sttbmating a prcgio�al in rc,pc�n,e to that gusted TIPS Solsciiatietn for c:valwltion aced accard. 'file t'aAics a.rrt obit this :AgrtxmcEn ,:on,€.t+ of'the 1+ruvrsussih sct myth 1wrcnl and: (I i The TIPS solicit €tion dmumcni ivsulting in this .Agfeenicnt: (2) Any tsddcnda of vlarrlit atituts issued in rclation to the Ill's -AictLilwn. t+) All whenation mliinnalton provided to Vcnde'r by TIPS tlsrough the THIS ,:Bid Sys1cm:0) Vmdor', entire tt, the TIPS &oImzuticsn including al I acccpicd regltircd atiachnicnis. acknomvicdgcd notwe, and certifications, aeceptcd ntrgortialcd term,. pricing. accepted respalnsc's tea juc.gions, and atcclited ttrinert clanfic•ation. of Vandor'w Proposed. and. any prlilmcrly incoludcti au eclmnss nta to this Agicutticul. All ductimcniation and iniorination listed is hereby € i:o1°porau:J by reference as, if:sct forth hcrem verbatim. In the event ofconlitct betwecn the terms herein and unc ofthe mcorpotratcd dtxuments the tarn, and condifwn, Itcrein shall vontrul. S. Vendor's SpmitiCr Warranties. I erms, and Ucemv Agreement%. licctu,c TIPS scree, public,mimics and !teen-prl.slits thrmiglalut tllc 1111tt011 all 01'Whii ll are 'subject to %Tocldic lavc-s and policies, of their jurisdiciiun, as a matter of uindard practice. TIPS doses not ta'1nc';afl) dcccpt a Vcndur's ,pccrf3 '"Sal: Tcrnrti' (cvarrantica, iiccnac apmcrncia . mauve 13gmnimils, tcmis and conditions. ctc.) mil heh:d t or all TIPS •Llcmberc TIPS may pr.rmit Vendor ui allaeh those to iht% Agrirmm to displa) to micrestcd custclrnerx what tcrmis may apply to their Supplemental Agrcenlcnt with Vendor i if subrinacd by Vendor for that parposcj. l It mvcvcr. unless this term of the Agrccnlcnt Is n.:Leltlalcd and illoilif A it, state 01hcnYisc, those gxcilic Sale rcrin- are not aoxptcd by TIPS (in behalf elf all TIPS Nicinhcrs and "01 yictnbcr may choosc whethar to gci cpt. negotiate. Air reject [hers+: specific' Salc Term,,. ivh€ch must be rclTcA:I d in a Cooperative Purchase Page; 11 of 11 M&C Review Page 1 of 3 ACITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas Fo H REFERENCE **M&C 23- 04AUDIO VISUAL DATE: 9/26/2023 NO.: 0787 LOG NAME: COOPERATIVE PURCHASE AGREEMENTS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Non -Exclusive Cooperative Purchase Agreements with Designs That Compute, Inc. d/b/a Visionality, Digital Resources, Inc., ePlus Technology, Inc., Graybar Electric Company, Inc., and GTS Technology Solutions, Inc. for New and Replacement Audio/Visual Hardware, Software, Technology, and Maintenance and Support Services for a Collective Annual Amount Up to $1,500,000.00, with Four One -Year Renewal Options for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize non-exclusive cooperative purchase agreements with Designs That Compute, Inc. d/b/a Visionality, Digital Resources, Inc., ePlus Technology, Inc., Graybar Electric Company, Inc., and GTS Technology Solutions, Inc. for new and replacement hardware, software, technology, and maintenance and support services for the installation of audio/visual equipment in City facilities for a collective annual amount up to $1,500,000.00, with four (4) one-year renewal options for the Information Technology Solutions Department. DISCUSSION: On June 22, 2021, City Council approved Mayor and Council Communication (M&C) 21-0459, authorizing non-exclusive purchase agreements with four vendors to provide audio/visual (AV) equipment and services. Authorization under those purchase agreements expires November 30, 2023. Therefore, the Information Technology Solutions Department ("ITS") is requesting authorization for additional non-exclusive cooperative purchase agreements with the vendors listed below. ITS will use these non-exclusive purchase agreements using cooperative contracts to purchase new and replacement hardware, technology, and maintenance and support services from five vendors: Designs That Compute, Inc. d/b/a Visionality (Visionality), Digital Resources, Inc. (DRI), ePlus Technology, Inc. (ePlus), Graybar Electric Company, Inc. (Graybar), and GTS Technology Solutions, Inc. (GTS). These agreements will be used for AV equipment including projectors, screens, displays, digital signage equipment, sound and amplification equipment, and audio/visual controller equipment for installation in all City -owned or leased facilities. Installations under these agreements are needed for locations throughout the City such as office spaces, conference rooms, auditoriums, court rooms, or other unique spaces. These installations typically require the vendor to perform a walk-through facility review and advise on the needed equipment, configuration, and installation services. ITS will monitor vendor utilization so that each will have the opportunity to earn 10\% of the total business. No specific contract amount is guaranteed. These agreements and spending authority will be made available for any City AV need. The cooperative contracts to be used are listed below. TIPS — The Interlocal Purchasing System Omnia — Omnia Partners, Public Sector DIR —Texas Department of Information Resources http://apps.cfwnet.org/council_packet/mc review.asp?ID=31413&councildate=9/26/2023 10/10/2023 M&C Review Page 2 of 3 Vendor Name I Cooperative Contract I Cooperative Expiration Date Visionality TIPS 230105 May 31, 2028 DRI TIPS 230105 May 31, 2028 ePlus TIPS 230105 May 31, 2028 Graybar Omnia EV2370 January 31, 2029 GTS TIPS 230105 May 31, 2028 GTS DIR-CPO-5057 June 23, 2027 GTS DIR-CPO-5097 November 21, 2027 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: The City will initially use the DIR, TIPS, or Omnia contracts to make purchases authorized by this M&C. In the event a DIR, TIPS, or Omnia cooperative contract is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. 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. In the event a DIR, TIPS, or Omnia cooperative agreement is not extended, but DIR, TIPS, or Omnia executes new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the equipment and services under the new DIR, TIPS, or Omnia contract(s). If this occurs, in no event with the City continue to purchase goods and services under the new agreement (s) for more than three (3) years without seeking Council approval. Funding is budgeted in the FY21 AV/DS, FY22 AV/DS, FY23 LIB AV Upgrades, and FY23 ITS Audio Visual projects, within the ITS Capital Fund. Funding will be budgeted in General Fund and the ITS Capital Fund for Fiscal Year 2024. 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. AGREEMENT TERM: Upon City Council's approval, the initial term of the agreements will become effective once executed by the Assistant City Manager and will expire May 31, 2024, with options to renew. RENEWAL OPTIONS: The agreements may be renewed for up to four (4) one-year renewal terms, in accordance with the underlying cooperative agreement, 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 period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY21 AV/DS, FY22 AV/DS, FY23 LIB AV Upgrades, and FY23 ITS Audio Visual projects, 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 General Fund, and in the ITS Capital Fund for the Technology Infrastructure -IT programmable project, http://apps.cfwnet.org/council_packet/mc review.asp?ID=31413&councildate=9/26/2023 10/10/2023 M&C Review Page 3 of 3 to support the approval of the above recommendation and execution of the agreements. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund I Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department I Account I Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for Citv Manager's Office bv: Valerie Washington (6192) Oriciinatinci Department Head: Kevin Gunn (2015) Additional Information Contact: Sallie Trotter (8442) ATTACHMENTS 04 Audio Visual Coop Purchases Aareements.docx (CFW Internal) FID Table Audio Visual multi-cooD.XLSX (CFW Internal) Form 1295 2023-1062201 8-21-2023.pdf (CFW Internal) Form 1295 2023-1062269 8-21-2023.0f (CFW Internal) Form 1295 2023-1062282 8-21-2023.pdf (CFW Internal) Form 1295 2023-1062931 8-22-2023.0f (CFW Internal) Form 1295 2023-1063884.Ddf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31413&councildate=9/26/2023 10/10/2023