HomeMy WebLinkAboutContract 60691VENDOR SERVICES AGREEMENT
(Information Technology)
CSC No. 60691
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Client") and Data Span Holdings Inc. ("Vendor"). City and Vendor are each individually referred to herein as a "pruty" and collectively
referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees,
representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents,
and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1.This for Vendor Services Agreement;
2.Exhibit A-Scope of Work from Invitation to Bid 23-0082;
3.Exhibit B -Vendor's Price List from Invitation to Bid 23-0082;
4.Exhibit C -Vendor's Response to City's Invitation to Bid 23-0082; and
5.Exhibit D -Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a pait of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1.Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with Uninterruptable Power Supply (UPS) Unit replacement and maintenance services.
Specifically, Vendor will perform all duties outlined and described in the Scope Of Work, which is attached
hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or
similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal,
state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,
the terms and conditions of this Agreement shall control.
2.Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire no later than December 31, 2024 ("Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
This Agreement may be renewed for four (4) one-year terms at the City's option, each a "Renewal Term."
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The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the
end of each term. As may be necessa�y and as determined by the City in its sole discretion, the City to issue
payment to Vendor foi• any renewal tei•m up to 30 days prior to its effective date.
3. Compensation. The City shall pay Vendor an amount not to exceed Two Hundred Seven
Thousand and 00/100 dollars ($207,000.00) in accordance with the provisions of this Agreement and
E�ibit "B," Payment Schedule, which is attached hereto and incorporated lierein for all purposes. Vendor
shall not perform any additional seivices for the City not specified by this Agreement unless the City
requests and approves in writing the additional costs for such services. The City shall not be liable for any
additional expenses of Vendar not specified by this Agreement unless the City first approves such expenses
in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
Vendor may charge interest on late payments not to exceed one percent (1 %).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching pa��ty that describes the breach in
reasonable detail, The breaching pa�-ty must cure the breach ten (10) calendai• days after receipt of
notice from the non-breaching party, or other time fi�ame as agreed to by the pa��ties. If the breaching
parly fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without pi•ejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appt•opriations were i•eceived without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon fot• which funds have been appropriated.
4.4. Duties and Obligations of the Pat�ties. In the event that this Agreement is
terminated pi•ior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information oi• data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine-readable format or other format
deemed acceptable to the City.
5. Disclosui•e of Conflicts and Confidential Information.
5.1. Disc�osure of Conflicts. �Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agt•eement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
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materials, or methodologies proprietary to Vendor, The City agrees that Vendor's provision of
services under this Agceement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto, Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
conftdential and shall not disclose any such information to a thir•d party without the prior written
approval of the City.
5.3. Public Information Act. 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. Tn the event thei•e is a request for information marked Confidential or Proprietai•y,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A detei•mination on whether such reasons are sufficient will not be decided by City,
but by the O�ce of the Attorney General of the State of Texas or by a court of competent
j urisdiction.
5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information fi•om further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and racords of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working houcs to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after �final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall ba provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph, City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expyessly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, rept•esentative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of resporrdeat superior shall not apply as between
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the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
conh�actors and subcontractors. Vendor further agi•ees that nothing liei•ein shall be consti•ued as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employei• or a Joint employer of Vendor or any off'icers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendoi• shall be entitled to any employment benefits fi•om the City. Vendor shall be
responsible and liable for any and all payment and i•eporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL B� LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
TNJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXT�NT CAUSED SY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CTTY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR �ITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY R�SULTING LO5T
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLATMS OF INTELL�CTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEN7�NT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
sofhvare, analyses, applications, methods, ways, and processes (in this Section SC each
individually referred to as a"Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third parhy proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, �r 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
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secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any pai•t thei•eof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle oi• pay shall not apply if
the 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 i•ight 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. Tn the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses foz• any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole ►•ight 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 i•elating thereto.
Not�vithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continne 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 Cif}�'s authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equall,y 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
this 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.
V�NDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSiTRANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. AssiQnment and Subconh•acting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City, If the City grants consent to an
assignment, the assignee shall execute a w►•itten agreement with the City and the Vendoy under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assigmnent, If the City g1•ants consent to a subcontract, the subcontractof• shall execute
a written agreement with the Vendor referencing this Agr�ement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. lnsurance.
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10,1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do Uusiness in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbi•ella Coveraee in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advei�tising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insuratice covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.13. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit,
10.1.4. Statutory Workei•s' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per•
occurrence; $2,000,000' aggregate and Umbrella Covera�e in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primaty Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.53.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.33. Tmplantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
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10.1,5.3.5. Intellectual Property Infringement coverage,
specifically including coverage far intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infi•ingement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up covei•age after pi•imary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not ei•ode limits of ]iability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written appr•oval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall nacne the City as an additional insured
thei•eon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workei•s' compensation policy shall include a Waiver of Subrogation
(Right of Recoveiy) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insut•ers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equi��alent financial sh•ength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
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10.2.6. Certificates of Insucance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances Rules and Re�ulations. Vendoi• agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
cori•ect the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law, If any claim arises fi•om an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor• agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivei•ed when (1) hand-delivered to the other pa�-ty, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO TH� CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-8654
With Copy to the City Attorney
at same address
TO VENDOR:
DataSpan Holdings, Inc,
Attn: Legal Department
13755 Hutton Drive #300
Farmers Branch, TX 75234
Facsimile:
14. Solicitation of E�lovees. Neither the City nor Vendor shall, during the tei�rn of this
Agreement and additionally for a period of one year after its termination, solicit fot• employment or employ,
whether as employee or independent contractoi•, any person who is or has been employed by the othei•
during the term of this Agreement, without the prior written consent of the person's employer. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrendef• any of its governmental powers.
16. No Waiver. The failut•e of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion,
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17. Governin� Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law ot• in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern Dish�ict of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set foi�th in this Agreernent, but shall not be held liable for any delay or omission
in performance due to foi•ce majeure or other causes beyond their ceasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, sh•ikes, lockouts, natui•al disasters, wais, r•iots, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States, civil disturbances, other
national or i•egional emergencies, and/or any other similar cause not enumerated herein but which is beyond
the reasonable control of the Party whose perfoimance is afFected (collectively "Force Majeure Event").
The performance of any such obligation is suspended during the period of, and only to the extent of, such
prevention or hindrance, pi•ovided the affected Party provides notice of the Force Majeure Event, and an
explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above. �
20. Headin�s Not Controlli�. Headings and titles used in this Agreement a�•e for reference
purposes on]y and shall not be deemed a part of this Agreement.
21. Review of Counsel. The pai�ties acknowledge that each party aud its counsel have reviewed
this Agreement and that the normal rules of conshuction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each pa�•ty.
23. Entiret�of A�reement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agi•eement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Cotmtetparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument, A�I executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivei•ed.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
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and conform to generally prevailing industry standards. City must give written notice of any breach of this
wai•r•anty within thirty (30) days fi•om the date that the services are completed. Tn such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner
that confoi•ms with the warranty, or (b) refund the fees paid by the City to Vendoi• for the nonconforming
services.
26. Milestone Acceptance. Vendoi• shall verify the quality of each deliverable befoi•e
submitting it to the City for review and approval. The City will review all deliverables to determiue their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit "C." If the City rejects the submission, it wil] notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendoi• shall have ten (10) days to
correct any defciencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached, The City's acceptance
will not be unreasonably withheld.
27. Network Access.
27.1. Citv Network Access. If Vendoi•, 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 ordei• to provide the seivices herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as E�ibit "D" and incorporated
herein for all purposes.
27.2, Fedei•al 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 ("IIT System"), National Crime Information Center
("NCIC") er 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 administi•ation of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Deparhnent, under this
Agreement, Vendoi� shall comply with the Criminal Justice Information Seivices Security Policy
and CFR Pai�t 20, as amended, and shall separately execute the Federal Bureau of Investigation
Cr•iminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed a's is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immi�ration Nationalit�Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Foi•m (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who pei•forms work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be per•formed by any Vendor employee ��ho is not legally eligible to
pei%rm 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 this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
Vendor Services Agreement — Tec}mology (Rev. 8/19)
Page 10 of 30
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises undei• this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process, The disputing party shall notify the othe�• party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten (] 0) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either tlu�ough email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may ai•ise out of, or in connection with this Agl•eement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of autho�•ized representatives of both
pat�ties in accordance with the Industiy Arbitration Rules of the American Arbih�ation Association or other
applicable rules govei�ning mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation, If the parties cannot resolve the dispute through mediation, then either pa��ty shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this infoi�rnal dispute
resolution process, the parties agree to continue without delay all of thei►• respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or dui•ing the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a tempoi•ary
restraining order or preliminaiy injunction where such relief is necessary to protect its interests.
30. 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 fi•om entering into a contract with a company for goods oi•
services unless the contract contains a written verifcation 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 pr�ovides written verification to
Czty that I�endot:• (1) does not boycott Israel; and (2) will not boycott Israel during the tef�rn of the
Agreement.
31. Reportin�quir•ements.
31.1. For purposes of this section, the woi•ds below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Childpot•nog�•aphy means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Compafte�^ means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic ol• �nagnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or• related to the
device,
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
Vendor Services Agreement — Technology (Rev. 8/19)
Page 11 of 30
31.2. Reportin� Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
cotnputer that is or appeacs to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enfoi•cement agency or the Cyber Tip Line at the
National Centei• foi• Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as peimitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Si�nature AuthoritX, The pej•son signing this agreement hereby warc•ants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper ordei•, r•esolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendot•
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by refei•ence. Each pariy is fully entitled to rely on
these wan�anties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5(Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit), and
Section 8(Liability and Indemnification) shall survive termination of this Agreement.
34. Prohibition on Bovcottin Energy Companies. Vendor acicnowledges that in ac-
cordance 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 seivices 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 verifi-
cation from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contraet. 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 boy-
cott energy companies; and (2) will not boycott energy companies during the term of this Agcee-
ment.
35. Prohibition on Discrimination A�ainst 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 frorn entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or
pat�tly 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 fireairr� trade associa-
tion; and (2) will not discriminate during the tez•m of the contract against a firearm entity or firearm
trade association. The terms "discriminate," "firearm entity" and "fit•earm 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
Vendor Services Agreement — Technology (Rev. 8/19)
Page 12 of 30
is applicable to this Agreement, by signing this Agreement, Vendoc cei�ti�es that Contractor's sig-
nature provides weitten verification to the City that Contractor: (1) does not have a practice, policy,
guidarice, 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.
(signature page.follows)
Vendor Setvices Agreement— Technology (Rev. 8/19)
Page 13 of 30
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By: Valerie Washington (Jan 4, 202411:52 CST) Name: Valerie Washington Title: Assistant City Manager
Date: Jan 4, 2024
APPROVAL RECOMMENDED:
By: Name: Kevin Gunn Title: Director, IT Solutions Department
ATTEST:
By: r i,. � Name: Jannette Goodall Title: City Secretary
VENDOR:
DataSpan Holdings, Inc.
By: Name: ..w.c::::..;_...::......=...,,�'--_!_.I.LW���-Title: o !i.'1 �1- � • o.,-)J
Date: f 'L / 1-0 /-co e, 3
Vendor Services Agreement-Technology (Rev. 8/19)
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: Lawrence Crockett (Dec 27, 202310:08 CST) Name: Lawrence Crockett Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
�� By: T-Name: Taylor Paris Title: Assistant City Attorney
CONTRACT AUTHORIZATION: M&C: 23-1005 Date Approved: 11 /28/23 Form 1295: 2023-1079991
Page 14 6f30
EXHIBIT A
STATEMENT OF WORK
IN�STALLATION SCOPE OF WORK:
Si���-l� UPS r-rni.t Instczll
a.Utilizi�:g e�isting M�infenance Bypass
Cabi��et, bypass UPS and power down for
removal.
b.Demo existin� UPS and move to side for
removal.
c.lnstall provided new APS unit.
d:Utilizing exisiing UPS feed and output, re-
terminate e�.istin� power to new UPS.
e.Re�nain onsite io assist Ve�tiv start up as
needed.
1�(�'� ��'��"e 3Gs.c
Vendor Se�vices Agreement — Technology — Exhibit A Page 15 of 30
(���� �age��
Vendor Services Agreement — Technology — Exhibit A Page 16 of 30
EXIiIBIT B
VENDOR'S PRICE LIST
fT8 23•0082 t1P5 11NIT REPLA�EMENT AND MAIKfENANCE
rA:.iK�_r>•:.:sra<an,<,.y.r.ror.mp:;.;.:<.:.,:,:r:,..,,r.-:�ec:,.an:v:a::eqC:r...,..r•a.9fl.e?n-.r:on_•:v^.�x•:rtd.rr,:.ca.a:.^a.az;.nro,y��z::ers:oKu. we:fm_cr,o;c.::,bm:ac<sc�.��:�r.:,4:en.
�n�..�..s.a. ��/.�. �.i.. i.�e�.-.. �.....l:f:..r_.. � ��1.:..��.�....�..ay.�r. �. �a.::lli�_�r...� .
)u:fi:i...a..a..i...nlv.-.i..(.a.�....,..i. ��.t. ��.�..�... rJ�51..,1.Y...:.f:..Yhilh..tiCJ!Aili:'.fK.S.....il:.'�n.._.._I.._....!i.5:..
- v..tli� a.l.f ��i.:..t.r...
L'.Y:GL!IKc21 vinN��b�<1vp�nntFAee�:heluL��VP5.9Wty�NFld.Fn1y1�1�M•In�u'1' F��:��y: l�`�:-
.v �]k� S i�yf.Nil j iJl:n..L 6��In�h150Yf _P�W14� li'.i'•.5�.:.!_;.-::..
� .I.....i -...._.._ _ j _ F:LL�\���._�.=,4r
�' 1RYNli-. I:L::f.l?L: : [e'I�
:'f•Fn'R�'-:�. y'nvnt4-c�i:: F„[aa�r'.�..�-., nr� •l:•"�qW!� i
rim < i.-.iini ; `
a.r.e,:.a ., .r.�,:.t :
I;:r::.:::��UL�:!�i:9 S�.:is.:.�
.u,�ir..�.e" ',�/:�:a.�...,......se
TOTAL BID �
AMOUi�IT 7otal tlepends on whlch type of SUNce Is selectetl -
Vendor Services Agreement — Technology — Bxhibit C Page 17 of 30
EXHIBIT C
VENDOR'S RESPONSE TO CITY'S INVITATION TO BID
, `�ptat�
8/23/2023
City of Fort Worth
Purchasing Division, Lower Level, City Hali, 200 Texas Street, Fort Worth, TX
76102
Event Name: ITB 23-OD82 UPS Unit Replacement and Maintenance
Dataspan Holdings, Inc. is pleased to propose the products and services requested
within Event ITB 23-0082 for UPS Unit Reqlacement and Maintenance
DataSpan Holdings, !nc has selected Vertiv as the manufacture af choice for the
UPS and services requested in this bid.
We look forward to your reply and look forward to continuing our partnership in
thefuture.
Sincerely,
_�%'�
Kevin Krautkramer
Chief Financial Officer
(`
',� �
.,��� '�.�--
� � _--..
, '��Denise Banning ��,
Senior Account Executive
Vendor Seivices Agi•eement — Technology — Exhibit C Page 18 of 30
E�x� �ti�xzti,
`Y`7`''�� PRICE SUBMITTAL
i EvanCIQ Pege i Invited: PU6UC EVENT DETAILS
,
,-.,,., - � -...
, .. _�__.. _ ti :..= -- - -- --- --.. . .
Hvont Round Version Submit 70� Cdy of Fo�i Worih
, �--.----.-----. . - ...--=- _.. ___ FINANCIAL ��fANAGEMFNT SERVICES
Event Namn (=WNNCE - Ciry HaA Purchasing
i:a z:-�cy_ug:: u:iL a:e�:..,.�r;,__:- �:,o. ; _....�. _. 200 Texas St (Lo:�;er Level a,m 150e:
�StartT�ma FlnishTfmQ - FortWcrthTX�51Q2•6.it4
�-'— •^°-=. - -- --. - . —_ ' _..____ . - United 5;afes
Emafb PMSPurchaSmgResponsES@fortwOrthts;tas gov
Tne unders�gned, by hisine� s!anaiute repre;<_n!s ilsat he:sha is sutrmitl�rg a bind:ng otfer antl is au�nor¢ed
to �m�� Ih2 respondan? k� fu8y compiy rnth ih= solic,iaiwn tlaccment conta�ned here;n i'he Ftespendem L+y
su5nultmo and s��a•�g be:o,v acKooe;Iedges l"na� he:sFe has recaived ar,d read the. eniire documeni packe!
secGons defined abave iste�uding aA dot;um2nts mr,�rporatod by referer.c�, and agrees Ic be baund hy the terms
lher8in
i.egal Company Naa�a �DataSpan Hcl�inys Inc
Cornpany Address _9:',755 Hu[tpn Unvz #3pR __ _ __� _ _
Gty State. Zi. _Farmers 8rarcn TX 7523�._ �_ _ __^
Vzs:dar Registralion Nc _._GOQ0039u�5 _ ___._ . _ _ _ __ _
P�mted Name of qfiicEr or Autharrzed Representatroe _Ke��in KtaUi�:ramer__,_ _
Sitia Ch:ef Financinl Officar
Signatu�e of OK[:er or AutharizeU Ra_presentat�ve .____��'4»���
Oate __ g��2 0 73 �
ErnaA Address _Y.kraulkramer�'a;dalaspan com _ _
Pnone Numoer 2'14!9{�.-{862 st �827
Federal IdenGifcalioo NumtMr (FIO> _.._4 i-1 i 7R333_ .__ _
V'Idl agraament Ca ava�tab(e ior CcoFe!al�ve Agreemer.t use'� Yas_x_ Nn___ ____
(` See Secticn 22 0'Ca�peratu�e Fu.chasmg o' Par, i 1„struc!ians �
I?E 29-C9P.2 (� � � ^
UPS unrt ReolacemeM ana htnintenance � J� ` ��` ^�
2ot54 L) t L V R •_
Vendor Services Agreement — Technology — Exhibit C Page 19 of 30
FORT b�ONTEi.
V'"1`'r-� PRIC� SUBMITTAL
Event I� Page Inviled: PUBLIC EVENT �E7AILS
..,,;:-:.:-utr...
.::--.. _ _--_ _
� Event Rovnd Verslon Suhmit To: G�ly ot Fort VUortt.
__ _____ _.. fINNNCIALNIANAGEMENTSERVICES
� Evont Namo PINANCE • City Hall Purchasiny
_ .x_,�of� u.�s u:.[� t:��:_,::,:..�:_ �c� ; - ,;: . � r
_ __ :.00 Tesas St ILc�ser Level Rm t.•OCn
� StertTime FiNSh Time, Furt bVarin 7X 7ott?2-G316
.. .. . ._.s:C..:...'' -- _--- . � � i. UI`.11CdSt8tvs
EmaiL FMSPwchasingResponses@foiivrorthte�cas gov
Line Details
Line: t
tlescripNon: __ �ly UNt UnilPnce Tola1
UPS i1rt�i i�eplacemcrl ar,d tl�;rn;e:�snc=. ".'.�it f ab Ei�. � - .. -... �
talai trom:lttachm^_nt G-'r(cr,e SuCmdSal f.�ccti �
Spceatlsheet �
Total Bid Amounl:
PramplPaymenil�iscounti'ern:s �%Ver[c:�; �_OaySi�P :is;Ncit.S �fc, -
A t�� 04 �0- vr,li 6e mle�p�e;eil Ly thB Ci1}• d5 n O�: Ch3fge dreei derr, �nd lh= Cny iv,ll no! eKr.�:c; I pay tor that deai A o,d oi
.�o bid' or r,a response �spa� lelt trtanv.; rnll ha m[ar�reted by Ihe (:ity Iha1 Ihe G".!e�or dor.s not v.vsh to bid on 1!ial dem. 6e
Hdvised. a'rq Uid" ar no res�)nnse may I:e cans�oered as nnn•respansme and ma/ resuit in disquahAcalwn of fhis �¢!
iT� zs-a�ez
UPS ilnn �iepiac^_menl ard hl�mtenanc'e
3o1fi4
5�C'. �iF�c�Cr41h'��,�;
�1
�� �, r-, �� �� �-f
(L.
Vendor Services Agreement — Tec}mology — Exhibit C Page 20 of 30
r--- --- __
� ! C�I�FLICT QF {NTER��T QIiEST[QNNaIRE '-- �OR�A CIQ
� For vAtsdor doing Bustness wit�i fo:.ai ��ove�nnwntat entlty
�I This Quenironnaim taEUas ehangas mncW �a ths 4m by H B. 2I, pqifi tnq„ Reqular SrSsioa �FlCFUSEONLY
-'s mAslr,-aa �c c l¢-a �''-: r 3:SCt93rt:q r: ;' C9J:*:r i'C iC:.:� a! �C"��kCi ii_3 L�. d�s91c:.spt
� RSi u CWi�{.<312:5�,- �'.!t:' d3 .'.:�,iF•1!:y Sf�:•;:;� �.: C�". � J R:�Ii,7 li':1 y 4'fl'S�fl'J C(� �j �'.� irc (v� R..�:.:
i.{1 1's�l_, f W J'i Y,:"f� �'.w;f �.t.y�� - 1':, n,: ��,
i61 ran t;s tp�a=t_�r•av�e m,s� [a ��:.ti o-,-�� aa r:�:ucs a 1tr.r sis:n U uiY i;:ai �vc'^ rart�: tn:r.� trt W�.::
� 1'ttt1 Jt7 :Ih 4W;ak :�� 3:•> d!I�I l43 w5b'h_• �i� �tl;r tr.mrt��c; 2M1LB Oi 13C5 �IIl: ,=�r!o lm� ra•�+�rn; K, Cc.
�fcV S;f7ot`.'J(111E(':6'J" W;�11fT:i�fnluid�.�ir',�
Int5frii1:�T1tG: �1:':G��c'J '7r,Te�.'�r.1t5;�z :'t�o7:<.,.:['a':...�i..•-I_�y2:^
. e'_4' .:f.`al 715 f4:'.;•�� S a�"� i�il'n'�:.�. _,
1-�-__"� _ ___
(11 Nnmaofv�ndorwMNas�GusinocerFlattanshipwilhlocnigavommenmlemity.
� OnlaSuan HoW:ngs Inc.
;2i . ..,-- �--- --�.-"--- -�---'�----_..----.. .
: � Chackti�mEozlfyoue�cfiHng,unupCatetoapreriousi�li�6Q�asliannairv.i-tci_erras��a:tn3'},a11;:ur,upS�ts�
i CL^[?a:ed 4F?`-llcnn:.��_ �:�4q �Aa 5�,?cx,r.::a fL ,� �:�Ptnty rn; �:cr f�an I'i.? rlf CtE.� �.:: tld)' 3,`� t IF8 911A ��i'h'F�_I'
t�co t,e:a�:a axara th�! fra c��pin31�� iHd 4'.i=*,ti^_�iDst�.b�3 rcc.r.�p'ata w ms� ��*ate �
� hureoSfoevp,vemmentotfioernqcut�t!�nthsinMrmationis6eioqdisctase�.- -- --- --�---��---
i_ . .-- -- tta�ti o` GY-_� ----. .. . ..
'�a,.��RasCiibo enefi empluy�nt o� alher hwi�ss relmionaAip reith the locaf gpvemmeM ofticer, ar a tnmlly membea o1 tM
otRcar.as6esc�iheeieySeciiont76,003�e)(7(A� Afsndescii6ennYlamliyreimionshlpwlthttrelocafqoramnwn:olfiCer.
' CompletesubpartyAand6[aeachamufA}mantar6uainess�elal[onshipdestribed.Attuehedeitia�ulp�gaa(oth4vFa�m
� CIO a5 necessary.
A. te. foo ioc51 gcve�r.r^,�ne cft�tu� Gi � fsril� ma�oa� ot ma n�'�ct� rc-ouina ^I 1 h8 i l: ?Ca YC'1�':ID? �C_vnlp
R1F'vl fYisi� iT;21riGf.? Ini;:Tb 1't:'t Ih? �Y��CCr' •
n r:,. �J�•_
6 L;i�v vor�c:•¢:.a•inQ a t:'a �•t^. ieCs::a �_Ya:'a �n:cr�x. a�rn.r isi7 �v<_�ri�n: in:cra Ya.^,� u a: tta e tucticr�
Di :iJ 1�i3; y^��5i i�,f��nnl ONIt@; :� n'an�: � m�mLSr ;' S^,a afi�:�• ph� t �, ta��;�'� r�e.�ma ,; �m recase�d'•arr ��e
txa�tia:�.r.:sr,_�arntya � �
�� �-rs �� :.o
�?� �aseaibzeackemptoymeMat6usinessreiationahipff�at�hevendarnamedinSec�ionlmainminsvn�haweporationor '��
�. uther 6uslresy entisy with ieapect ta whlch ttn ieeat gev�rnmen. otiicei eerves os fln otll�r or tlitectot. or hotds nn
�. owna�ehlp tnYcesx a/ oiw pe<eont ei maee.
�
�j t ,.I�. .� Coa.l Q. .:.���� p. �n�Ya _ai,�_.p:rmet oir�rn. m�a >T:,�, I e'Ht:•:.-acrr,creg�;a ..
1—, ,.�si�ea ,.s...c� f7o�..i�-ii'B c>��...�,�.an aaarroad�� �.,.r i-o.oa �a.i�: y
. ___. _. .. . _ ___ _ _. _ _ __. ' _- . �.
� i __ ._—_ _ —._. _ _ ____ '
1 e s:.a�. .1, m]'vr 7 , .r.i s:^'a�.r � L ,. _rw� <^� y --`- „'_V.a----- '
Mvrdv�'vY +era: L'7.:. Ct�T�r::Y^ T nu-A� �t•: ti.il.te , ..,. _—�._.�_�.� _.�� . _____ .... .
q., � ... n�•.
,1� n�o c�,v�� ��" �s � f 2� 7� r�S r
���,
�TB 23�J062
UPS Und ReplacemeN aad tdaintenance
47 pf 5C
7
i�(Ck (���5 � 3�
Vendor Services Agreement — Technology — Exhibit C Page 21 of 30
ATTACHMENT B
CONSIDERATION OF LOCATION OF BIDDER'S PRINCIPAL PLACE QF
BUSINESS
Section 2-14 of the Fort Warth Code of Ordinances authorizes the City
Council, when considering competitive sealed bids, to enter into a
contracE for certain purchases with a bidder whose principal place of
business is in the corporate limits of the City of Fort Worth and whose
bid is within 3 or 5 percent of the lowest hid, depending on the value of
the request and goods or services requested, if the lowest bid is from a
business outside the municipality and contracting with the loca�l 6idder
would provide the besi combination of price and other economic
benefits to the municipality.
Requests to be considered a local business must be submitted on this form
with bid packages to be considered by the City of Fort Worth. Questions
should be addressed to the Purchasing staff listed in the bid or request
package.
The Fort Worth City Council requires the following information for
consideration of locatian of a bidder's principal place of business. Add
additional sheets if needed to provide this informafion.
Locational Eligibility: Principal Place of Business in Fort Worth, Texas.
a. Do you have a Fort Worfh office? If yes, identify address:
No, we cover FW but HQ is in Farmers Branch, TX
ire 2a oaa2
UPS Umt Replar.ement arxl Mamtenancn_
43 of 64
� I G� Q�� ���� 1
Vendor Services Agreement — Technology — Exhibit C Page 22 of 30
b. What percentage of estimated gross company sales (warldwide) are
sa{es originating in 1=ort Worth? "Originating in Foit Worth" shall
mean payable at the Fort Worth office. [must exceed 50%]
Our fotai sales for the trailing 17. months (Aug 1 st 202F — July 31st) to Forl4North
Based ctistamers is 5533.610 07—(20 ir�dividual custo�nersj
2. EC�t1IIt21tC._D�SIPlf1�]LY1pnt nnnnrtunitiac raci i�f�n�fran cantract
a. Number of Fort Worfh resident-employees?
zero
b. Amaunt af City of Fort VVorth ad valorem taxes (real and business
personaf propertyj paici by company (for prior tax year — Fort Worth
office or former IQcation, if Fort Worth office is newly-established)7
ze�a
Certification of infarmation:
The undersigned does hereby affirm that the information supplied is
true and correct as of the date hereof, under penalty of perjury.
DataSpan Hafdings, Inc.
(Company Name) (QatE) �,/3/�p23
(Signaturej
(Printed Name and Title)
irc z3-aeaz
UPS lh+A ReP'acen�en! anUl�.iain;enanre ,�
44 Ui �4
1� 1 � �ra� f�.- �r?
Vendoi• Services Agreement — Technology — Exhibit C Page 23 of 30
ATTACHMENT C
VENDOR CONTACT INFbRMATI�N
Vendor's Name: DataSpan Haldings, Inc,
Vendor's Local Address:
13755 Hutton �rive, #300, Farmers Branch, TX 75234
Phone: 214-905-1882
Email: dbanning a�dataspan.com
Name of perso�s to contact when requesfing services or billing questions:
NamelTitle Joyee Burns - Customer Service Rep
Phone: 214-9Q5-1882 - ext 1850
Emai�: jburns@dataspan.com
Name/Title Denise Banning - Senior Account Executive
Phone: 2141533-5131
Emaif: dbanning@dataspan.com
Name/Title John Bates - VP Operations
Phane: 214/905-1883 ext 1$ � 3
Email: Jbates@dataspan.com
•;� f;•���
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Signature Printed Name
1T8 23-0OA2
UPa UM ReplacemeM artd Mai�!enance
45 of ca
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Date
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Vendor Seivices Agreement — Technology — Eahibit C Page 24 of 30
ATTACHMENT D
REFERENGE SHEET
P(ease complete and return this form with your bid.
The Vendor shali furnisli references for at least three (3} recent customers to
whom products and/or services have been provided that are similar to those
required tay this salicitatian. Tfie City wi[I be the sole judge of refer�nces,
Please use additional sheets.
1. CQ�npany's �lan�e Texas Healfh Resources
Name of Contact Mario Giovannitti
Title of Contact Mana�er ITS Data Genter�Operations Management
Presenf Address 612 E Lamar
City, Stafe, Zip Code Arlington, TX 76011
Telephone Numher � 682 ) 236-6364
Email MarioGiavannitti@fexashealth.org
2. Gompany's Name �p�k Children's Medical Center
Name of Contact Fred McGinnis
Title of Contact Systems Engineer
Present Address gQ1 7th Avenue
� � e 2s�aRez � `
!S?i l!n�.lRe�tlatemenf ant5!da�,nter,anC2 J. i �'t . � �_/i �� � �
45o`.`.f �-.• \ `� .✓ =J
Vendor Services Agreement — Technology — Exhibit C Page 25 of 30
Cify, State, Zip Code Ft. Worth, TX 76104
Tefephone Number ( 682 j 885-1310
Fax Number ( )
Email fred.mcGinnis@cookchildrens,org
3. Company's Name Fujitsu
Name of Confact Patrick Nunter
TiEle of Contact
Present Address
Facilities Engineer
17201 Waterview Parkway
City, State, Zip Code �allas, TX 75252
Telephone Number ( 945 � 210-1269
Fax Number ( )
Email
patrick. hunte r@fuj itsu.com
ir� z3coaz
tiPS Unit P,eofacemenl and Mainlenanc� f`��l }�
47o(;A 1J� i� '�' ` �� ��J
Vendor Services Agreement — Technology — Exhibit C Page 26 of 30
ATTACHMENT F
VENDQR QUALIFICATI�N QUESTIdNNAIRE
The information provided an this questionnaire and in the bid, submittal will
be used to evaluate your bid. Please answer each question thoroughly.
Answers may be provided on a separaie sheet as long as each response is
labeled according to the question,
1. Da19 y� ur company was estabiished?
7
2. How many years has your organization been in business under its
present name? 9 years
a. List any former names your organization has operated under and
the iimeframe(s).
Dataspan - 9 years
Media Recovery - 31 years
3, Can you provide quarterly site visits? If not, please explain why.
� Yes � No
4. Can you provide Semi-Annual and Annual preventative maintenance
services? If not, please explain why.
� Yes � No
�, a zs ot,az
uFS Unit Replacemen; and Mainlenanr.e 4
49ot54 `t�f G\ �����- �7
Vendor Services Agreement — Technology — Exhibit C Page 27 of 30
5, If requesfed, can yau provide holiday services for the Burnett Rlaza
location? This location is listed in part 2, section 12.0. If not, please
explain why.
� Yes � No
Can you provide the services listed within this solicitation seven days a
week, twenty-four hours a day?
� Yes � No
The City requires that �If services performed on City property is
properly documented and maintained. What is your method of ensuring
ihat all services performed are accurately documented and will be
readily available for review if requested by City staff?
PM reports are emailed to customer affer site service, Customer has access
fa the Vertiv portal for all documentation on service of unit
8. What specifics about your provided perFormance plan make you stand
out against your competitors? (Please attach a separate sheet to
answer if needed)
Vertiv has 16 customer engineers servicing DFW, Each CE is factory
trained and certified. Vertiv has $80 million in parts in stock to
support the UPS field services needed.
ITB 23-0082
UPS �mtReplacementand Mainlenanc=
50af94 ��'`� �(���.p ��?_
l u
Vendor Services Agreement — Technology — Exhibit C Page 28 of 30
9. Please state the minimum hours needed for a service call. 4 hour or
fess on site response time. Average response time is 1.3 hours
10, Please provide catalog/price list for UP5 units, and associated
materials with your faid submission. This will be utilized to evaluate your
response. see pages 5-14
11. Haw do you ensure your company properly disposes of batteries?
Dispossl of batteries must adhere to EPA regulations Dataspan/Vertiv
practices a no landfifl policy for battery disposai. �
ITB 23-OG82
UP5 Uni( Repla 51 of � ntl pAamlenance {
�1� i r.�, p�(��-- ��
Vendor Services Agreement — Technology — Exhibit C Page 29 of 30
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
DataSpan Holdings, Inc.
13755 Hutton Drive #300
Fac•meis Branch, TX 75234
Services to be provided: Uninterruptable Power Supply (UPS) Unit replacement and maintenance
seivices
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by pz•oper order, resolution,
ordinance o�• other authol•ization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will
submit an updated Form within ten (10) business days if there are any changes to the signatoiy authority.
The City is entitled to rely on any cureent executed Form until it receives a revised Form that has been
properly executed by the Vendor.
Name: Jb 1,,., J- l�r� ��s
Position: v;C4. j �es�clw-�� ��'`���r�'"S
�� �
ature
2. Name:
Position:
Signature
;• Name:
Position:
Signature
Nam��u(nrr' �.% ' r, h i f.f
. �� G�
•i nature of President / CEO
Other Title: 1�P D/� £�n� � •�al
Date: / z/ Z�/ za Z�
Vendor Services Agreement — Technology — Exhibit D
Page 30 of 30
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 11/28/2023 REFERENCE **M&C 23- LOG NAME:
NO.: 1005
CODE: P TYPE: CONSENT PUBLIC
HEARING:
Page 1 of 3
Official site of the City of Fort Worth, Texas
�ORT�'4'ORTII
-��
13PITB 23-0082 UPS UNIT
REPLACEMENT AND
MAINTENANCE CP IT
NO
SUBJECT: (ALL) Authorize Execution of a Purchase Agreement for Uninterruptable Power Supply
Unit Replacement and Maintenance Services with DataSpan Holdings, Inc. for the
Information Technology Solutions Department in an Annual Amount Up to $207,000.00
for the Initial Term and Authorize Up to Four One-Year Automatic Renewals for the Same
Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize execution of a purchase agreement for
uninterruptable power supply unit replacement and maintenance services with DataSpan Holdings,
Inc. for the Information Technology Solutions Department in an annual amount up to $207,000.00 for
the initial term and authorize four, one-year automatic renewals for the same annual amount.
DISCUSSION:
The Information Technology Solutions Departments approached the Purchasing Division to finalize
an agreement to procure services to replace and maintain uninterruptable power supply units on as
needed basis. The uninterruptable power supply units will be utilized to provide backup power to
critical Information Technology infrastructure while the maintenance services will assist in maintaining
the uninterruptable power supply units. Purchasing issued Invitation to Bid (ITB) No. 23-0082 that
consisted of detailed specifications describing the services to replace and maintain uninterruptable
power supply units.
The ITB was advertised in the Fort Worth Star-Telegram on August 2, 2023, August 9, 2023, August
16, 2023, and August 23, 2023.
An evaluation panel consisting of representatives from the Information Technology Solutions
Department reviewed and scored the submittals using the Best Value Criteria. The individual scores
were averaged for each of the criteria and the final scores are listed in the table below. No guarantee
was made that a specific amount of services would be purchased.
Bidder Evaluation Factors
DataSpan A B C D Total Score
22.17 11.33 4.33 35 72.83
Best Value Criteria:
a. Contractor's qualifications, experience, and references
b. Availability of resources to provide services (equipment, personnel)
c. Contractor's approach to perform services
d. Cost of service
After evaluation, the panel concluded that DataSpan Holdings, Inc. presented the best value to the
City. Therefore, the panel recommends that Council authorize a purchase agreement for
http://apps.cfwnet.org/council�acket/mc review.asp?ID=31630&councildate=ll/28/2023 12/20/2023
M&C Review Page 2 of 3
uninterruptable power supply unit replacement and maintenance services to DataSpan Holdings,
Inc. Staff certifies that the recommended vendor met the bid specifications.
Funding is budgeted in the ITS Other General Government DepartmenYs ITS Capital Fund for the
purpose of funding the FY 23 UPS Refresh project, as appropriated.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire one year from that date.
RENEWAL TERMS: This agreement may be renewed for four additional, automatic, one-year
terms. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
DVIN-BE: A waiver of the goal for Business Equity subcontracting is approved by the DVIN-BE, in
accordance with the Business Equity Ordinance, because the purchase of goods or services is from
sources where subcontracting or supplier opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the ITS Capital Fund for the FY23 UPS Refresh project to support the approval of the
above recommendation and execution of the agreement. Prior to any expenditure being incurred, the
Information Technology Solutions Department has the responsibility to validate the availability of
funds.
BQN\\
TO
CFund I Department
� ID
FROM
Fund Department
ID
Account Project Program Activity Budget Reference # Amount
_ ID I Year (Chartfield 2)
Account Project Program Activity Budget Reference # Amount
ID Year (Chartfield 21
Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
/_�il_L�:IJ�1=1►��?
Reginald Zeno (8517)
Valerie Washington (6192)
Reginald Zeno (8517)
Kevin Gunn (2015)
Jo Ann Gunn (8525)
Christen Pacheco (6159)
13PITB 23-0082 UPS UNIT REPLACEMENT AND MAINTENANCE CP IT.docx (CFW Internal)
13PITB 23-0082 UPS UNIT REPLACEMENT AND MAINTENANCE CP IT.XLSX (CFW Internal)
Data Span Holdinqs INC 1295 form.pdf (CFW Internal)
ITB 23-0082UPS Unit Replacement-Al.pdf (CFW Internal)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=31630&councildate=ll/28/2023 12/20/2023
M&C Review
Sam.Gov-DataSpan Holidnq INC.pdf (CFW Internal)
Page 3 of 3
http://apps.cfwnet.org/council�acket/mc review.asp?ID=31630&councildate=ll/28/2023 12/20/2023