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HomeMy WebLinkAboutContract 60624DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A FORT WORTH CSC No. 60624 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Gartner, 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: 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-TSO-4099; and 5. Exhibit D — Gartner, Inc. Services 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 Terms and Conditions and Exhibit C — DIR-TSO-4099, then Exhibit A — City's Terms and Conditions shall control, but only to the extent allowable under the DIR-TSO-4099. 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 Ninety -Two Thousand, Nine Hundred Fifty -Eight and 60/100 dollars ($92,958.60). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses in writing. The term of this Agreement is effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and expires on November 30, 2024. Buyer shall be able to renew this agreement for four (4) one-year renewal options by written agreement of the parties. [signature page following) Cooperative Purchase OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 21 DS DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: VVtis4 —A By: Valerie Washington (Dec 19, 202316:41 CST) Name: Valerie Washington Title: Assistant City Manager Date: Dec 19, 2023 APPROVAL RECOMMENDED: By: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: O �. Name: Cynthia Tyree Title: Assistant Director, IT Solutions APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: Director, IT Solutions Department G Q.oavvupn ATTEST: �aoFFORri& By: �''9,°$ Name: Taylor Paris Title: Assistant City Attorney .+�cS�xs Paaa�t �ps4a4d By: nnpp44 CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: N/A Title: City Secretary Approved: N/A Form 1295: N/A SELLER: Gartner, Inc. ATTEST: Docusigned by: DoeuSigned by: �{QeJCa.N�Giti C iB4DAC243 .. y Name: C'xanara c.ani za i es Name: H;Trl ey Ise�l uc.li Title: Senior Contracts Specialist Title: Senior Contracts Specialist Date: December 18, 2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 2 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A Exhibit A CITY OF FORT WORTH, TEXAS TERMS AND CONDITIONS 1. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 2. Attornevs' Fees, Penalties, and Liquidated Damaaes. 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 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A 4. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 6. Soverei2n Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Limitation of Liability and Indemnitv. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 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 Cooperative Purchase Page 4 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A 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 notify City in writing within 72 hours 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 comply with applicable laws within 72 hours, 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 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A 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 Controllina. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 15. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 16. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all Cooperative Purchase Page 6 of 21 DS l DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A 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. 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 Cooperative Purchase Page 7 of 21 DS / DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A "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. Cooperative Purchase Page 8 of 21 DS / DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at htty://www.ethics.state.tx.us/forms/CIO.vdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the #4 box in all cases. Cooperative Purchase Page 9 of 21 DS / DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governimental entity This questionnaire reflects changes made to the law by H.B. 21 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local GDvemmentCDde, by a vendorwho has abusiness relationship as defined by Section 176A01(1-a)wlth a local governmental entity and thevendor meets requirements under Section 1T6.a176(a). By law this questionnaire must be filedwith the records administrator of the local governmental entity not later than the 7th business day after the data 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 176006. Local Government Code.An offense under this section isa misdemeanor. J mame of vendorwho has a business relationship wtih local governmental entity. N/A FORM CIO OFFICE USE ONLY Data Received 21 ❑ Check this box Ifyou are filing an update to a previouslyfiled questionnaire. N/A (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 fled questionnaire was incomplete or inaccurate.) 3 Name of local government off leer aboutwhom the information In tills section Is being disclosed. N/A Name of Officer This section {item 3 including subparts A, B, C, 8 D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach addbonal pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income. other than investment income, from the vendor? N/A E-1 Yes F-1 No 13. 1s the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? N/A F7 Yes F-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the Inca€ government officer serves as an officer or director, or holds an ownership interest of one percent or mare? N/A F-] Yes F-] No D. Describe each employment or business and family relationship with the local govemment officer named in this section. N/A 41 Do cuSigneo by - Big n.9.7van1r doing business with the governmental entity December 18, 2023 Dale Adapted BM2015 Cooperative Purchase Page 10 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A EXHIBIT C Gartner Inc. Texas Department of Information Resources DIR-TSO-4099 htt-Ds: //dir.texas. 2ov/contracts/dir-tso-4099 Contract plumber Contract Term Date: 07146l24 (D DIR—TSO —4099 Contract Expiration Date: 07/06/24 Vendor information Gartner, Inc. Vendor ID: 10430997501 HUB Type: Nan HUB RFO: DIR-TSO-TMP-414 Contract Status: Active Contract Overview VENDOR CONTACT: Kimberly Carella er Phone: (512) 635-3442 Fax: (866) 406-5811 Vendor Website T DIR CONTACT: Linda Mahan Cr Phone: (512) 475-4830 Gartner 17 Research and Advisory -Subscription Services through this contract, including: subscription, advisory services, and licensing. Customers can purchase directly through this DIR contract. Contracts may be used by state and local government, public education, other public entities in Texas, as well as public entities outside the state. DIR has exercised an amendmentto utilize an extension option. This amendment extends the contract through 71612024. Cooperative Purchase Page 11 of 21 DS / DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A DIR Contract No. DIP TSO-4099 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR SERVICES Gartner, Inc. 1. Introduction A. Parties This Contract for Services ("Contract") is entered into between the State of Texas ("State"), acting by and through the Department of Information Resources ("DIR") with its principal place of business at 300 West 151h Street, Suite 1300, Austin, Texas 78701, and Gartner, Inc. ("Vendor"), with its principal place of business at 56 Top Gallant Road, Stamford CT, 06902. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFD) DIR-TSO-TMP-414, on August 8, 2017, for IT Research and Advisory Subscription Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-414 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Service Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-414, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-414, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, 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 three (3) optional one-year renewals. 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. 3. Service Offerings Services available under this Contract are limited to IT Research and Advisory Subscription Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their services offering; however, any changes must be within the scope of the RFO and services Department of information Resources Page 1 of 6 (DIR rev 03/2018) Cooperative Purchase Page 12 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A DIR Contract No. DIP TSO-4099 Vendor Contract No. awarded based on the posting described in Section 1.6 above. Vendor may not add services which were not included in the Vendor's response to the soiicitation described in Section 1.6 above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 7, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index and shall include the DIR Administrative Fee. S. 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 is 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 safes totaling $100,000 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 by Vendor 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: Kelly A Parker, CTPNI, CTCNI Director, Cooperative Contracts Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: kellv.parker@dir.texas.gov If sent to the Vendor: Phillip A. Cummings Contracts Counsel Gartner, Inc. 1201 Wilson Blvd 17th Floor; Arlington VA 22209 Phone: (703) 387 - 5619 Facsimile: (800) 446-3597 Email: ohilllin.cumminesPaartner.com Service Agreement A) Services provided under this Contract shall be in accordance with the Service Agreement 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 DIR. Department of information Resources Page 2 of 6 (DIR rev 03/2018) Cooperative Purchase Page 13 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A DIR Contract No. DIP TSO-4Q99 Vendor Contract No. B) Conflicting or Additional Terms In the event that conflicting or additional terms in 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. 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. 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. 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. 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. 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 ob€igations from its Manufacturer of Publisher. 8. Authorized Exceptions to Contract and any Appendices. A. Appendix A, Section 4, Intellectual Property Matters, B. Ownership, is hereby amended and replaced in its entirety as follows: B. Ownership As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Department of information Resources Page 3 of 6 (DER rev 03/2018) Cooperative Purchase Page 14 of 21 DS / DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A DIR Contract No. DIP TSO-4Q99 Vendor Contract No. Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday thru Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No License or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. Ownership of Prior Rights by Customer — All tangible and intangible property including the Intellectual Property Rights therein, which are owned by Customer prior to the execution of any Statement of Work (e.g. copyrights, trademarks, etc) shall to be exclusively owned by the Customer and Vendor shall have no ownership thereof and no rights thereto other than the limited, non-exclusive right to use such property far purposes set forth in a Statement of Work and only for the duration of such Statement of Work which is hereby granted to Vendor by Customer. Ownership of Prior Rights by Vendor — All tangible and intangible property including the Intellectual Property Rights therein, which is owned by Vendor prior to the execution of any Statement of Work (e.g. pre-existing tools, processes, methodologies, proprietary research data and proprietary databases) (hereinafter "Pre-existing Vendor IP") shall continue to be exclusively owned by the Vendor and Customer shall have no ownership thereof and no rights thereto other than the limited, non-exclusive right to use such Pre-existing Vendor IP for internal business use, solely for purposes set forth in a Statement of Work. Ownership of Pre -Existing Right Embodied in Deliverables — Ownership Where Pre -Existing Rights become embodied in Works. To the extent any pre-existing rights or property of either party are embodied or contained in the Works, each party shall retain ownership of its pre- existing rights and property (e.g. Vendors pre-existing tools, processes, methodologies, proprietary research data, and proprietary databases) (hereinafter "Pre-existing Vendor IP") shall continue to exclusively owned by Vendor and Customer shall have no ownership thereof, and no rights thereto other than the limited, non-exclusive right to use such Pre-existing Vendor IP for internal business use, solely for purposes set forth in a Statement of Work, which is hereby granted by Vendor. B. Appendix A, Section 9, Vendor Responsibilities, A. Indemnification, 2) Acts or Omissions, is hereby amended and replaced in its entirety as follows: 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any intentional, willful, reckless, negligent or otherwise wrongful acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY Department of information Resources Page 4 of 6 (DIR rev 03/2018) Cooperative Purchase Page 15 of 21 F DS Rr. DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A D1R Contract No. DIIR TSO-4099 Vendor Contract No. GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. C. Appendix A, Section 9, Vendor Responsibilities, K. Limitation of Liability, is hereby amended and replaced in its entirety as follows: K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the greater of three (3) times the total amount paid to Vendor for the Statement of Work or Task Order that gave rise to the claim under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action or $1,000,000. However, this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind. Department of information Resources Page 5 of 6 (DIR rev 03/2018) Cooperative Purchase Page 16 of 21 F DS Rr/. DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A DIR Contract No. DII2-TSO-4099 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. Gartner, Inc. Authorized By: /Signature on File/ Name: Phillip A. Cummings Title: Sr. Director Contracts Counsel Date: 3/29/2018 The State of Texas, acting by and through the Department of Information Resources Authorized By: N2nature on File/ Name: Hershel Becker Title: Chief Procurement Officer Date: 4/6/2018 Office of General Counsel: DB 4/6/2018 Department of information Resources Page 6 of 6 (Df R rev 03/2016) Cooperative Purchase Page 17 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A EXHIBIT D GARTNER, INC. SERVICES AGREEMENT Cooperative Purchase Page 18 of 21 DS DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A Gartner. APPENDIX D to DIR Contract No. DIR-TSO-4099 Gartner, Inc. Services Agreement for CITY OF FORT WORTH, TEXAS ("Customer") This Service Agreement ("SA") and DIR Contract No. DIR-TSO-4099 constitutes the complete agreement between Gartner, Inc. of 56 Top Gallant Road, Stamford, CT 06904 ("Gartner") and Customer for the Services (as defined below). The SA is based upon and governed by the Contract for Services with the State of Texas Department of Information Services ("DIR") Contract No. DIR-TSO- 4099, between Gartner and DIR, the terms of which are incorporated by reference for use by the Customer. The General Terms contained herein and all applicable Vendor Services Descriptions shall apply to this SA and shall be effective when signed by both parties. Customer agrees to subscribe to the following Services for the term and fees set forth below. All fees shall be as set forth in Appendix C of DIR Contract No. DIR-TSO-4099. 1. DEFINITIONS AND ORDER SCHEDULE a. Services are the subscription -based research and related services purchased by Customer in the Order Schedule below and described in the Service Descriptions. 6. Service Deseriptions, the terms of which are incorporated by reference, are attached to this SA and describe each Service purchased, specify the deliverables for each Service, and set forth any additional terms unique to a specific Service. Service Names and Levels of Access are defined in the Service Descriptions. Gartner may periodically update the names and the deliverables for each Service. If Customer adds Services or upgrades the level of service or access, an additional Service Agreement will be required. Each Service Period is 12 months unless specified in the Order Schedule. ITLeadership Team Adsnsor Member 1 Oliver Ismayilov 11 1-JA14-2024 USD 30,9S6.20 30-NOV-2024 11 months IT Leadership Team Advisor Member Cynthia Tyree 1-JAN-2024 USD 30,9S6.20 30-NOV-2024 11 months Due to the non-standard, reduced Contract Term, the annual deliverables provided as part of the Service set forth above will be pro- rated accordingly. Continuation of services beyond the current contract term end date listed above will require a minimum contract term of 12 months, as per standard licensing policy. 2. SERVICE DESCRIPTIONS IT Leadership Team Leader littus://sd.p-ai-tner.com/sd itl team leader.-Ddf IT Leadership Team Advisor Member littps://sd.p-artner.com/sd itl team advisor member.pdf 3. PAYMENT TERMS Gartner will invoice Customer in advance for all Services. Payment shall be in accordance with Section 7 of Appendix A of the DIR Contract DIR-TSO-4099. Please attach any required Purchase Order ("PO") to this SA and enter the PO number below. If an annual PO is required for multi- year contracts, Customer will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre- printed or additional contract terms included on the PO shall be inapplicable and of no force or effect. All PO's are to be sent to americascontracts0eartner. cam. Cooperative Purchase Page 1 of 3 Services Agreement for CITY OF FORT WORTH, TEXAS ('Customer") Yen0on 0&23 Q-00134811 / 00356200.0 Page 19 of 21 FDS *6 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A Gaertner 4. CLIENT BILLING INFORMATION Kevin Gunn Invoice Recipient Name kevin. eunn(dfortworthtexas. eov Invoice Recipient Email 200 Texas St, Fort Worth. TX. 76102-6314 Billing Address 5. AUTHORIZATION CITY OF FORT WORTH. TEXAS Client Signature Cynthia Tyree Print Name Assistant Director, IT Solutions Title Dec 18, 2023 Date Purchase Order Number Invoice Recipient Tel. Ab. GARTNER. INC. EDo cuSigned by: Gartner Signature Alexandra Canizales Print Name Senior Contracts Specialist Title December 18, 2023 Date Page 2 of 3 Servicey Agreement for CITY OF FORT WORTH, TEXAS ('Customer") Yen0on 0&23 Q-00134811 / 00356200.0 Cooperative Purchase Page 20 of 21 DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A Gaertner General Terms and Guidelines for Vendor's Services 1. This SA for subscription -based research and related services (the "Services") is subj ect to Section 8:B. of Appendix A of the DIR Contract No. DIR-TSO-4099. 2. Services are the subscription -based research and related services described herein. Service Descriptions, Names and Levels of Access are as detailed for each product offering. Vendor may periodically update the names and the deliverables for each Service. 3.Mod#1cation of Services by Vendor. In order to remain current and timely in its Service offerings, Vendor may make minor modifications from time to time in the content of any Service. If Vendor discontinues any Service in its entirety, Customer may, at its option, receive a substitute Service, or obtain a pro rata refund of the fees paid for the discontinued Service. 4. Licensed User is the individual named in the Customer Purchase Order who. is licensed to use the Services. Customer will limit access to the Services to the agreed upon number of Licensed Users. 5. Onnersl* and Use ofthe Services. Vendor owns and retains all rights to the Services not expressly granted to Customer. Only the individuals named in the Customer Purchase Order (each a "Licensed User") may access the Services. Each Licensed User will be issued a unique password, which may not be shared. Customer agrees to review and comply with the Usage (kidelines jbr Garbrer Services ("Guidelines"), which are accessible to all Licensed Users via the "Policies" section of www.sartner.com. Among other things, these Guidelines describe how Customer may substitute Licensed Users, excerpt from andlor share Vendor research documents within the Customer organization, and quote or excerpt from the Services externally. Customer may not redistribute copies of individual research documents, by electronic means or otherwise, to non -Users without Vendor's prior written permission. Licensed Users may not reproduce or distribute the Services externally without Vendor's prior written permission, except for external distribution, in their entirety only, of reprints ofindividual documents purchased by Customer. Customer may excerpt from the Services for external use only if Customer obtains the prior written approval of Gartner Quote Requests, at quote.requestsggartner.com. Any approved external use of the Services must comply with Vendor's Copyright and Quote Policy which may be viewed on the Gartner Vendor Relations section of www.eartneccoin. Services may not be stored by Customer on any information storage and retrieval system. 6. Access to the Services. ID's for access to Vendor Core Research and Analyst Inquiry may not be shared. Access to the Services is restricted to the number of named individuals (each a "Licensed User") as identified in the Customer Purchase Order. 7.Mon#oring of Usage. Customer acknowledges and agrees to inform all Licensed Users that Vendor may monitor activity on Vendor's web site, including access to, and use of, the Services by individuals. Upon request, Customer agrees to provide Vendor with assurance from a responsible party (or other relevant evidence) of compliance with these usage terms. S.DISCLALVIER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND VENDOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. CUSTOMER RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. VENDOR SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CUSTOMER MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CUSTOMER UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES. 9. App&-ahte Law. This SA shall be governed by and construed in accordance with the procedural and substantive laws of the State of Texas, without reference to its conflict of law principles, venue for disputes shall be Travis County, Texas. 10. Customer Con,/falendal Injbr»ra&m To the extent allowable under the Texas Public Information Act, Vendor agrees to keep confidential any Customer -specific information communicated by Customer to Vendor that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 15 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Vendor; (3) entered the public domain through no fault of Vendor subsequent to Customer's communication to Vendor; (4) is in Vendor's possession free of any obligation of confidence at the time of Customer's communication to Vendor; or (5) is communicated by the Customer to a third party free of any obligation of confidence. Additionally, Vendor may disclose such information to the extent required by legal process. Customer acknowledges that Vendor is in the business of researching and analyzing information technology and this obligation of confidence shall not apply to information obtained by Vendor's research, analysis or consulting organization(s) from other sources. Cooperative Purchase Page 3 of 3 Services Agreement for CITY OF FORT WORTH, TEXAS ('Customer") Yen0on 0&23 Q-00134811 / 00356200.0 Page 21 of 21 DocuSign Certificate Of Completion Envelope Id: E68D0666D5214951A22D18F50015CA9A Subject: Complete with DocuSign: Gartner Cooperative Agreement 12-18-2023.pdf Source Envelope: Document Pages: 21 Signatures: 4 Certificate Pages: 2 Initials: 18 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/18/2023 10:14:47 AM Signer Events Alexandra Canizales alexandra.canizales@gartner.com Senior Contracts Specialist Gartner Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ashley Beluch Ashley.Beluch@gartner.com Senior Contracts Specialist GARTNER, INC. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Holder: Alexandra Canizales Alexandra. Canizales@gartner.com Signature DocuSigned by: 9EC299859525461... Signature Adoption: Uploaded Signature Image Using IP Address: 69.247.37.244 EDOCU$ig"Id by: Std" 3C6861 B4DAC2436... Signature Adoption: Pre -selected Style Using IP Address: 160.19.10.33 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Status: Completed Envelope Originator: Alexandra Canizales 56 Top Gallant Road Stamford, CT 06904 Alexandra.Canizales@gartner.com IP Address: 69.247.37.244 Location: DocuSign Timestamp Sent: 12/18/2023 10:17:04 AM Viewed: 12/18/2023 10:17:27 AM Signed: 12/18/2023 10:18:03 AM Sent: 12/18/2023 10:17:05 AM Viewed: 12/18/2023 10:39:53 AM Signed: 12/18/2023 10:40:04 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 12/18/2023 10:17:05 AM 12/18/2023 10:39:53 AM 12/18/2023 10:40:04 AM Envelope Summary Events Completed Status Security Checked Timestamps 12/18/2023 10:40:04 AM Payment Events Status Timestamps