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
($92,958.60). Seller shall not provide any additional items or services or bill for expenses incurred for
Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs
for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this
Agreement unless Buyer first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on November 30, 2024. Buyer shall be able to renew this
agreement for four (4) one-year renewal options by written agreement of the parties.
[signature page following)
Cooperative Purchase
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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DocuSign Envelope ID: E68D0666-D521-4951-A22D-18F50015CA9A
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
VVtis4 —A
By: Valerie Washington (Dec 19, 202316:41 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 19, 2023
APPROVAL RECOMMENDED:
By:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: O �.
Name: Cynthia Tyree
Title: Assistant Director, IT Solutions
APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: Director, IT Solutions Department
G
Q.oavvupn
ATTEST: �aoFFORri& By:
�''9,°$ 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
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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
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4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Soverei2n Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liability and Indemnitv. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
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
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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.
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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
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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
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"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
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Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at htty://www.ethics.state.tx.us/forms/CIO.vdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local 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
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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.
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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)
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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
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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
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F
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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
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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
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Services Agreement for CITY OF FORT WORTH, TEXAS ('Customer") Yen0on 0&23
Q-00134811 / 00356200.0
Page 19 of 21
FDS
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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
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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
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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
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12/18/2023 10:39:53 AM
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