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HomeMy WebLinkAboutContract 60535FORT WORTH CSC No. 60535 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Xerox Corporation ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Omnia Partners 2020002686 Pricing Index; 3. Exhibit B — Omnia Partners 2020002686 Cooperative Agreement; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on November 17, 2024, City shall be able to renew this agreement for Six (6) one-year options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary records, with the understanding that such access is not extended to Xerox infrastructure which is expressly excluded, to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Pagel of 9 To CITY: City of Fort Worth Attn: Valerie Washington, Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 To Xerox: Xerox Assistant City ATTN: Legal Department 201 Merrit 7 Norwalk, CT. 06851 Facsimile: N/A With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for third party infringement in the United States of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of Vendor -branded equipment or Vendor -branded software, or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. Vendor is not responsible for any non -Vendor litigation expenses or settlements unless Vendor agrees to them in writing. If the Vendor -branded equipment or Vendor -branded software 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.. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Cooperative Purchase Page 2 of 9 Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial information by any unauthorized person or third party, 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. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcotting Ener2v Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Cooperative Purchase Page 3 of 9 Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 4 of 9 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: V41/'aA By: Valerie Washington (Nov29, 202317:11 CST) Name: Valerie Washington Title: Assistant City Manager Date: Nov 29, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: IT Solutions Director ATTEST: 4.�p44p4�� ;4pF F�RT�f pa Opl�d P Ovo °=d °° an��0a 544b By: Name: Jannette Goodall Title: City Secretary VENDOR: Xerox Corporation By: Name: Michele R. Devall Title: General Manager Date: November 17. 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. STYDttel- Mol- �7.Tx-k) By: S.Trotter (for J.Park) (Nov 21, 2023 13:39 CST) Name: Jeff Park Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 5 of 9 Exhibit A Cooperative Agreement Pricing Index R191104 Xerox CU Evervdav Toner 2023 01 09.pdf (omniapartners.com) 1006R03624 HP CC364X Mono �006R03625 HP CC364X Mono 006R03626 HP CC364X MonoCE255A i00603627 CRG- HP 324 Mono CE255X CRG- 006R03628 HP 32411 Mono 006R03629 HP CE255X Mono 006RO3630 HP 00603632 HP 006R03623 HP 006R03636 HP 006R04637 HP 006R03618 HP CE278A CRG- 126 CRG-128 Mono CE390A Mono CE39OX Mono CE505X CRG- 11911 GPR-41 Mono CF217A Mono CF226A CRG- 052 Mono 24000 24000 HP Laserlet P4515, HP Laserlet P4015 HP LaserJet P4515, HP LaserJet P4015 Chipped for PMAudit N/A 15000 Software N/A 35000 HP LaserJet P4515, HP LaserJet P4015 Canon imageCLA55 MF515, HP LaserJet P3015, Canon LaserShot 6000 6000 LBP6750 Canon imageCLASS MF515, Canon imageCLASS LBP6780, HP 125M 12500 LaserJet P3015, Canon LaserShot LBP6750 N/A 18000 HP LaserJet P3615, HP LaserJet Pro M521 Canon imageCLASS MF4770, Canon imageCLASS LBP6200, Canon ImageCLASS MF4412, Canon imageCLASS MF4550, Canon imageCLASS MF4580, Canon FAXPH ONE L190, Canon imageCLASS 0550, HP LaserJet M1536 MFP, Canon imageCLASS MP4450, HP LaserJet P1566, Canon lmageCLASS MF4570, Canon imageCLA55 MF4890, Canon imageCLA5S MF4420, HP Laserlet P1606, Canon 2100 2100 1mageCLASS MF4880, Canon imageCLASS ©530 HP LaserJet 600 M601, HP LaserJet M4555 MFP, HP to serlet 600 10000 100M M603, HP LaserJet 600 M602 HP LaserJet M4555 MFP, HP LaserJet 600 M603, HP LaserJet 600 24000 24000 M602 Canon image"SS MF416, Canon imageCLASS LBP251, Canon imageCLASS LBP6670, Canon imageRLINNER LPB3470, Canon imageCLASS MF414, Canon imageCLASS MF5960, Canon imageCL.ASS LBP6650, Canon imageCLASS LBP253, Canon lmageCLASS MF6180, Canon imageCLASS MF5880, Canon 1mageCLASS MF5850, Canon image CLASS MF5950, Canon m ageRLJ NN ER LP63480, Canon LASER CLA55 650i, Canon imageCLASS LBP6300, Canon imageCLASS MF6160, HP Laserlet N/A 10000 P2055 1600 1600 HP LaserJet Pro M130, HP LaserJet Pro M102 Ca non imageCLASS LBP215,Canon imageCLASS LBP214,Canon 1mageCLASS LBP424, HP Laserlet Pro M402, Canon imageCLASS 3100 3100 LBP426, Canon imageCLASS LBP429, HP LaserJet Pro M 42 6 $74.07 $187.11 $94.64 $239.09 $73.91 $186.74 $48.00 $121.28 $46.79 $118.21 $67.20 $169.79 $20.58 $51.98 $54.86 $118.60 $55.83 $141.06 $45.26 $114.35 $26.06 $65.84 $45.26 $114.35 Cooperative Purchase Page 6 of 9 Exhibit B Cooperative agreement Xerox 2020002686 2020 11 25.odf (omniapartners.com) UNIVERSITY OF Purchasing Agreement# 2020002686 ,.` CALIFORNIA The Agreement to furnish certain goods and services described herein and in the documents referenced herein ("Goods anttjor Services") Ls made by and between The Regents of the University of California, a California public corporation ("UC') on behalf of the University of California, and the supplier named below ("5upplier"I, this Agreement is binding only if it is negotiated and executed by an authorkred representative with the proper delegation of authorlty. Xerox Corperatlon 1. Statement of Work Supplier agrees to perform the Services listed In the statement of work attached as Attachment ("Statement of Work") and any ether documents referenced in the Incorporated becumerts section herein, at the prices set fortis in the Statement of *ofk and any other documents referenced 1nthe Incorporated Docurnents section hereln. Unless otherwise provided in the Agreement, UC will not be dbiigated to purchase a minimum amount of Goods and/or Services from 5uppller. 2. Term of AgreemanUTermination a) The initial terra of the Agreement will be from 11125/20 and through 11/17/25 1Initial Terra) and is subject to earller termination as provided below. UC may renew the Agreement for S {five} successive 1 Rorie) -year periods (each, a Renewal Term], by providing Supplier with at I Last IS ca I endar days written notice beforethe end of the Initial Term or any Renewal Term. b) UC may terminate the Agreement for convenience by giving Supplier at least 34 calendar days' written notice - This piavision will not apply to any in place lease orders under this Agreement_ c} UC or Supplier may terminate the Agreem Ent for cause by giving the other party at least 30 days' noklte to cure a breach of tile Agreement ]Cure Period]. If the breaching party fails to cure the breach within the Cure period, the non -breaching party may immediately terminate the Agreement. B. Purchase Order, Advance Payments Unless otherwise provided in the Agreement, supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the'Goods and/or Services. 4. Pricing, InvaLdng Method, and Settlement Method and Terms Pridng. Refer to Statement of Work or Purchase Order for Pridng_ For systemwide agreernents, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking rnta account the eperatlonal capabilities of Supplier and the UC Locatlim. See UC`s Procure to Pay Standards htto=llwww.ucoa_edu/DrGcurement- serwces/ files/Matrix%2♦?for%20webslte.pdffaf the options th at wi I I be tons! dered. Inthecase ofsystemwideagreements, each UC Location will specify these terms in a Statement of work or Purchase Order, as the case may be.] Invoicing. All invoices must clearly indicate the following information: a_ California state and local sales tax as.a separate line item (if applicable/, indading the rate employed. h. Purchase Order or Release Number and the Agreement Num her c. Description and [Quantity, of the Products and Support ordered d_ Net Cost of each item e. Any applicable discount(s) f. Reference to original order and Invelce number for all credit Invoices issued g. Original order and invoice number for all credit Invoices issued h. On Invoices for impressions or overage, for each clevicE, (1) ttre number of impressions and the impression rate, (2) Fho of anA +ha i. Aedrel.,n ALJ­&a rsia tnA 1-41 FF,a of +kaea Cooperative Purchase Page 7 of 9 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by 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. 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. Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ 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? F]Yes E]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? E]Yes FIND 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 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Cooperative Purchase Page 8 of 9 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code S 176.001(1-a): 'Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Cooperative Purchase Page 9 of 9