HomeMy WebLinkAboutContract 60778CSC No. 60778
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and Clearooint Strategv, a Virginia
corporation ("Vendor") to purchase contract implementation services under a cooperative
agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents") which shall be construed in the order of precedence in which they are listed:
1. Schedule A — Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B — ("Cooperative Contract");
3. Schedule C — Vendor's Quote and Scope of Services ("Quote"); and
4. Schedule D — Conflict of Interest Questionnaire.
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Schedules the Fort Worth
Agreement shall control, but only to the extent allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed Fifty Thousand Dollars ($50,000.00) per year.
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City (the "Effective Date") and shall expire one (1) year after the
Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions
of the Agreement or otherwise extended by the parties. The Coop Purchase may be renewed for
three (3) of renewals at City's option, each a "Renewal Term." City shall provide Vendor with
written notice of its intent to renew at least thirty (30) days prior to the end of each term.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(slgnatitre page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 1 of 2
CSC No. 60778
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By: Mark McDaniel (Jan 18, 202410:45 CST)
Name: Marls McDaniel
Title: Interim Deputy City Manager
Date: Jan 18, 2024
Approval Recommended:
By: C" J'J. •�
Name: Christianne Simmons
Title: Chief Transformation Officer
Attest: a F FORr °aa
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Pao old
PVC o=a
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
C1earPoint Strategy
1911 N. Foil Myer Drive # 1100
Arlington, VA 22209
TaKe Bannon
By: Jake Bannon (Jan 8. 202413:13 EST)
Name: Jake Bannon
Title: Senior Account Executive
Date: Jan 8, 2024
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:
Aweehyse stoahe
Name: Amethyst Sloane
Title: Strategy & Performance Manager
Approved as to Form and Legality:
By:
Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
M&C:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 2 of 2
SCHEDULE A CSC No. 60778
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BI1VF$
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subvendors who act on behalf of various City departments,, bodies or agencies.
2.0 nF,FINITION OF SF.I ,I ,F.R
The consultant, Contractor(s), supplier, Contractor(s)or other provider of goods and/or services,
its officers, agents, servants, employees, vendors and subvendors who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a member
of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002,
552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary
information, the Seller listed in the request will be notified and given an opportunity to make
arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Seller
believes that its information may not lawfully be released. If Seller does not make arguments or
the AG rejects the arguments Seller makes, Seller's information will be released without penalty
to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST INCONTRALTa
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee found
guilty thereof shall thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with the City Council
shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII,
Section 16, City of Fort Worth Charter)
5.1 ORDERS
5.2 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers, purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing
Division will place such orders.
5.3 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer may
result in rejection of delivery, return of goods at the Seller's cost and/or non-payment.
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.
CSC No. 60778
Goods shall be suitably packed to secure lowest transportation costs and to conform to
requirements of common carriers and any applicable specifications. Buyer's count or weight shall
be final and conclusive on shipments not accompanied by packing lists.
7.0 SHIPMENT TINDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation
costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the
quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to
designate what method of transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order, or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
12.1 INVOICES
12.2 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges, if any, shall
be listed separately. A copy of the bill of lading and the freight waybill, when applicable,
should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
12.3 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer
shall furnish a tax exemption certificate upon Seller's request.
13.1 PRICE WARRANTY
13.2 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase. In the event Seller breaches this
warranty, the prices of the items shall be reduced to the prices contained in Seller's
proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without any liability to Seller for breach or for Seller's actual expense. Such
remedies are in addition to and not in lieu of any other remedies which Buyer may have
CSC No. 60778
in law or equity.
13.3 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission, percentage,
brokerage or contingent fee, excepting employees of an established commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or
rights arising pursuant to said purchase(s), to cancel this contract without liability and to
deduct from the contract price such commission percentage, brokerage or contingent fee,
or otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and
the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense. Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The City may not use or share this software without permission of the
Seller; however Buyer may make copies of the software expressly for backup purposes.
17.1 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.2 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section 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 party proprietary
rights, in the performance of services under this Agreement.
17.3 SELLER 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
CSC No. 60778
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
17.4 SELLER 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 this Agreement, it being understood that this
agreement to indemnify, defend, settle or pay shall not apply if the City modifies or
misuses the Deliverable(s). So long as SELLER bears the cost and expense of
payment for claims or actions against the City pursuant to this section 8, SELLER
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 SELLER 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 this 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, SELLER shall fully participate and cooperate with the
City in defense of such claim or action. City agrees to give SELLER 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 SELLER'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, SELLER 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 SELLER, terminate this Agreement, and
refund all amounts paid to SELLER by the City, subsequent to which termination
City may seek any and all remedies available to City under law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested by
the Seller for the City pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be
considered "work(s) made for hire" and will be and remain the exclusive property of the City. To
the extent that the Work Product, under applicable law, may not be considered work(s) made for
hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller
may have in any Work Product or any tangible media embodying such Work Product, without the
necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own
CSC No. 60778
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of
its vendors hereby waives any property interest in such Work Product.
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network (collectively the "Network").
If Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other
network application, Seller shall separately execute the City's Network Access Agreement prior
to providing such services. A copy of the City's standard Network Access Agreement can be
provided upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which
Buyer may have in law or equity:
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in
part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice
of Termination" specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
22.0 ASSIGNMENT / DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights, interests, or obligations to another entity. The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section, Buyer
shall not be liable for any penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS,
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with any
applicable proposal documents published by the Buyer and Seller's Response to such proposal
CSC No. 60778
(the "contract documents"). This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealings between the parties and no usage of trade shall be
relevant to supplement or explain any term used in this Agreement. Acceptance of or
acquiescence in a course of performance under this Agreement shall not be relevant to determine
the meaning of this Agreement even though the accepting or acquiescing party has knowledge of
the performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, the Buyer's published proposal documents and the
Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall
not apply.
26.0 APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State ofTexas.
27.0 iNDEPF,.NDFNT CONTRACTOR(S)
Seller shall operate hereunder as an independent Contractor(s)and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and sub -
vendors. The doctrine of respondeat superior shall not apply as between Buyer and Seller, its
officers, agents, employees, vendors and subvendors. Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees, vendors and subvendors.
28.1 LIABILITY AND INDEMNIFICATION.
28.2 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE
OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
28.3 INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO
REFERRED TO AS BUYER), 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
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE
OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF
RFP No. 17-0362, OEM Authorized Service Facilities Agreement, Page 20 of 38
CSC No. 60778
SELLER, ITS OFFICERS, AGENTS, SUBCONTRACTOR(S)S, SERVANTS OR
EMPLOYEES.
29.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
30.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract, then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have been
appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions
of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to
have been delivered three (3) business days following the day such notice is deposited in the
United States mail, in a sealed envelope with sufficient postage attached, addressed to Purchasing
Manager, City of Fort Worth, Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102.
Notices to Seller shall be conclusively determined to have been delivered three (3) business days
following the day such notice is deposited in the United States mail, in a sealed envelope with
sufficient postage attached, addressed to the address given by Seller in its response to Buyer's
invitation to proposals. Or if sent via express courier or hand delivery, notice is considered
received upon delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17, Article III,
Division 3 ("Employment Practices"), of the City Code of the City of Fort Worth (1986), as
amended, and Seller hereby covenants and agrees that Seller, its employees, officers, agents,
vendors or subvendors, have fully complied with all provisions of same and that no employee,
participant, applicant, Contractor(s)or subContractor(s)has been discriminated against according
to the terms of such Ordinance by Seller, its employees, officers, agents, Contractor(s)or
subvendors herein.
33.0 IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall
verify the identity and employment eligibility of all employees who perform work under this
Agreement. Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all
employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City with a
certification letter that it has complied with the verification requirements required by this
Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
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34.0 HEALTH. SAFETY. AND ENVIRONMENTAL REOUMEMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of
three (3) years after final payment under this contract, and at no additional cost to Buyer, have
access to and the right to examine and copy any directly pertinent books, computer disks, digital
files, documents, papers and records of the Seller involving transactions relating to this contract,
including any and all records maintained pursuant to Section 31 of this Agreement. Seller agrees
that the Buyer shall have access, during normal working hours, to all necessary Seller facilities,
and shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any
copying in accordance with the standards set forth in the Texas Administrative Code. The Buyer
shall give Seller reasonable advance written notice of intended audits, but no less than ten (10)
business days.
36.0 �I ,ABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller
warrants that it and any and all of its subvendors will not unlawfully discriminate on the basis of
disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of its
subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable
federal, state and local laws concerning disability and will defend, indemnify and hold Buyer
harmless against any claims or allegations asserted by third parties or subvendors against Buyer
arising out of Seller's and/or its subvendor's alleged failure to comply with the above -referenced laws
concerning disability discrimination in the performance of this agreement.
37.0 DjSPT7TF RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement, the parties shall fast
attempt to resolve the matter through this dispute resolution process. The disputing party shall notify
the other 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 parry's specific reasons for such dispute.
Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort,
either through email, mail, phone conference, in person meetings, or other reasonable means to
resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection
with this Agreement. 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
upon written consent of authorized representatives of both parties in accordance with the Industry
Arbitration Rules of the American Arbitration Association or other applicable rules governing
mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party
shall have the right to exercise any and all remedies available under law regarding the dispute.
CSC No. 60778
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is
prohibited fi-om 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 contract, Seller certifies that Seller's signature provides written verification to the City that
Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
Revised August 31, 2017
SCHEDULE B
CSC No. 60778
ASCENDANT STRATEGY MANAGEMENT GROUP, LLC
CUSTOMER INFORMATION
Ia. TABLE OF AWARDED SPECIAL ITEM NUMBERS (SINS)
SIN 511210 Software Licenses
SIN 54151 Software Maintenance Services
SIN 54151 S Information Technology Professional Services
SIN 611420 Information Technology Training
SIN OLM Order -Level Materials
*All SINS are subject to Cooperative Purchasing and Disaster Recovery Purchasing
lb. LOWEST PRICED MODEL NUMBER AND PRICE FOR EACH SIN: See Attached Pricelist.
lc. HOURLY RATES (Services Only): See Attached Pricelist.
MAXIMUM ORDER*:
SIN 511210
$500,000
SIN 54151
$500,000
SIN 54151 S
$500,000
SIN 611420
$250,000
SIN OLM
$250,000
*If the "best value" selection places your order over this Maximum Order identified in this
catalog/pricelist, you have an opportunity to obtain a better schedule contract price. Before placing your
order, contact the aforementioned contractor for a better price. The contractor may (1) offer a new price for
this requirement; (2) offer the lowest price available under this contract; or (3) decline the order. A
delivery order that exceeds the maximum order may be placed under the Schedule contract in accordance
with FAR 8.404
3. MIMINUM ORDER: $100
4. GEOGRAPHIC COVERAGE: Worldwide
5. POINT(S) OF PRODUCTION: 1901 N Moore St Suite 502 Arlington, VA 22209-1728
6. DISCOUNT FROM LIST PRICES: Net GSA Pricing Listed in Attached Pricing Table.
7. QUANTITY DISCOUNT(S): See attached pricelist.
8. PROMPT PAYMENT TERMS: None
Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual
agreement in exchange for other concessions.
9. FOREIGN ITEMS: None
10a. TIME OF DELIVERY:
SIN 511210: 5 days
SIN 54151: 5 days
SIN 54151 S: 2 weeks or as required
SIN 611420: 2 weeks or as required
10b. EXPEDITED DELIVERY: To be Negotiated at the Task Order Level.
CSC No. 60778
loc. OVERNIGHT AND 2-DAY DELIVERY: To be Negotiated at the Task Order Level.
1 Od. URGENT REQUIREMENTS: Customers are encouraged to contact the contractor for the purpose of
requesting accelerated delivery.
11. FOB POINT: Destination
12a. ORDERING ADDRESS:
Ascendant Strategy Management Group, LLC
1901 N Moore St Suite 502
Arlington, VA 22209-1728
Phone: (866) 568-0590
Fax: (617) 848-2941
12b. ORDERING PROCEDURES: For supplies and services, the ordering procedures, information on Blanket
Purchase Agreements (BPA's) are found in FAR 8.405-3
13. PAYMENT ADDRESS:
Ascendant Strategy Management Group, LLC
1901 N Moore St Suite 502
Arlington, VA 22209-1728
Phone: (866) 568-0590
Fax: (617) 848-2941
14. WARRANTY PROVISION: Ascendant represents and warrants that it will provide the Service in a
manner consistent with general industry standards reasonably applicable to the provision thereof and that
the Service will perform substantially in accordance with the online Ascendant help documentation under
normal use and circumstances. This warranty is for the length of the software subscription.
15. EXPORT PACKING CHARGES: N/A
16. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (if applicable). N/A
17. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A
18a. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS
AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A
18b. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A
19. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE): N/A
20. LIST OF PARTICIPATING DEALERS (IF APPLICABLE): N/A
21. PREVENTIVE MAINTENANCE (IF APPLICABLE): N/A
22a. SPECIAL ATTRIBUITES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g. recycled content,
energy efficiency, and/or reduced pollutants): N/A
22b. Section 508 Compliance for EIT: As applicable.
23. UNIQUE ENTITY IDENTIFIER (UEI) NUMBER: 824766757
24. NOTIFICATION REGARDING REGISTRATION IN SYSTEM FOR AWARD MANAGEMENT
(SAM) DATABASE: Active
Ascendant CSC No. 60778
i1MILiv e1MA4x-MLh=.4iUU,I
ClearPoint Software
ClearPoint Strategy is web based Scorecarding, Dashboarding, and Project Management
software developed by Ascendant Strategy Management Group to help organizations manage
their performance. ClearPoint Software is hosted at Ascendant's secure SOC3 Certified
datacenter and available under an SLA with assurance of availability, security, redundancy, and
backup.
Standard Support
Each user license comes with "Standard Support" which includes community question board as
well as email based support from ClearPoint engineers, both free of charge.
Premium Support
Organizations can also purchase ClearPoint "Premium Support". The chart below outlines the
differences between standard support (included with all ClearPoint accounts) and premium
support
ClearPoint Support Options Standard Support Premium Support
Community Support Forum Included Included
Email Support 72 Hour Response 4 Hour Response
Telephone Support
Included
Dedicated Support Representative
Included
Enhancement Requests
Included
Enhancement Requests
Included
Custom Chart Types
Included
Custom Field Support
Included
Calculated Field Support
Included
Report Layout Support
Included
Integration Support
Time & Materials
Key differentiators of the ClearPoint solution:
• Meets all functional and technical requirements required of software -as -a -service
solutions
• Represents over 30 FTE years of best practices in the Balanced Scorecard
• Offline briefing books (in PDF) replicate the online experience with links intact
• Extensively customizable and flexible system that can conform to changing requirements
• Responsive development and support team dedicated to client success
• Support team and trainers who understand the Balanced Scorecard and technology
CSC No. 60778
Ascendant
Training Course Descriptions — SIN 611420
ClearPoint End -User Training Course
End user (Division/Department BSC Owners, Measure Owners, and Report Liaisons) training
will focus on how to effectively use ClearPoint to manage strategy and reporting processes. This
training class includes an overview of objectives, measures, initiatives, and action items.
Participants will have the opportunity to edit and update elements, create charts, enter data,
create custom summary and detail layouts and generate briefing books.
ClearPoint End -User Training is a 1/2 day (4 hour); it will be held at the customer location.
Client must provide one computer with high speed internet access per trainee. Limit 20 trainees
per training class. Cost is $1,435.77 plus travel expenses
Topics covered in the End -User Training Course include:
• Logging in to ClearPoint
• Changing your password
• Accessing help
• Understanding reporting periods
• Understanding "edit" vs. "update"
• Inline editing pros and cons
• Editing your scorecard
• Updating your scorecard
• Using the HTML editor
• Printing to PDF and exporting to Excel
• Generating briefing books
ClearPoint Administrator Training Course
Administrator (BSC Administrators and IT support staff) training will focus on how to configure
ClearPoint for use by end users. In addition to the topics covered by the End- User training
class, this class includes security topics, adding and removing users, adding and removing
scorecards, managing notifications, and configuring custom fields. Participants will also have the
opportunity to add reporting periods, develop calculated fields, and integrate data sources.
ClearPoint Administrator Training is a half day (4 hour) training session, it will be held at the
customer location. Client must provide one computer with high speed internet access per trainee.
Limit 10 trainees per training class. Cost is $1,435.77 plus travel expenses and trainees must
have already completed Clear -Point End User Training (purchased separately).
Topics covered in the Administrator Training Course include:
• Managing users
• Adding scorecards
CSC No. 60778
• Understanding C1earPoint configuration options
• Configuring status indicators
• Configuring reporting periods
• Configuring custom fields
• Defining fiscal years
• Changing screen layouts
• Developing custom grid views
• Using calculated fields in grid views
• Configuring measure series
• Using calculated measure series for data rollup
• Configuring external data sources
• Understanding the C1earPoint Security Model
Training Course Price List — SIN 611420
4 hours training
611420
C1earPoint End-
course (See
User
additional details
above)
4 hours training
611420
C1earPoint
course (See
Administrator
additional details
above)
'h day of remote
611420
Remote Training
training, can be
broken into 2
sessions
1 day of onsite
611420
Onsite Training
training, can be
broken into 3
sessions.
4 hours 1
20
Customer
Per
$1,435.77
Facility
Course
4 hours 1
10
Customer
Per
$1,435.77
Facility
Course
'/2 day 1
20
Both
Per
$957.18
Course
1 day 1
20
Customer
Per
$2,871.54
Facility
Course
6
CSC No. 60778
Labor Category Descriptions — SIN 541515
Setup and
Support in putting information into
54151 S Configuration
C1earPoint, creating reports and layouts 1 Bachelors $179.47 Hour
Support
and generally helping out with the
management of C1earPoint.
Technical
Help with Linking data, leveraging the
54151 S Configuration
API, creating SQL Queries or otherwise
2
Bachelors
$299.12
Hour
doing highly technical work for a Client.
Service Contract Labor Standards: The Service Contract Labor Standards (SCLS), formerly known as
the Service Contract Act (SCA), is applicable to this contract as it applies to the entire Schedule and all
services provided. While no specific labor categories have been identified as being subject to SCLS/SCA
due to exemptions for professional employees (FAR 22.1101, 22.1102 and 29 CFR 541.300), this contract
still maintains the provisions and protections for SCLS/SCA eligible labor categories. If and / or when
the contractor adds SCLS/SCA labor categories to the contract through the modification process, the
contractor must inform the Contracting Officer and establish a SCLS/SCA matrix identifying the GSA
labor category titles, the occupational code, SCLS/SCA labor category titles and the applicable WD
number. Failure to do so may result in cancellation of the contract.
CSC No. 60778
GSA Awarded Price List — SIN 511210 & SIN 54151
511210*
Ascendant
101
Basic Plan -
1 st year onboarding for basic plan. Must be purchased
$906.80 Each US None
Strategy
1 st Year
with any initial order for Basic Plan.
Management
onboarding
Group, LLC
511210*
Ascendant
100
Basic Plan - 1
Full Balanced Scorecard application, unlimited
$2,720.40 Each US 5% for 3
Strategy
Year
number of scorecard and elements, unlimited reports,
years, 10%
Management
comes with 5 users. 1 st Year onboarding must be
for 5 years
Group, LLC
purchased with initial purchase.
511210*
Ascendant
200
Professional
Basic+ scheduling, reminders, advanced calculations,
$8,705.29 Each US 5% for 3
Strategy
Plan - 1 Year
automatic data loading, exporting to HTML, comes
years, 10%
Management
with 10 users, 25 view only users, and 1 premium
for 5 years
Group, LLC
support contact.
511210*
Ascendant
300
Enterprise
Professional+ additional calculation and evaluation
$22,579.35 Each US 5% for 3
Strategy
Plan - 1 Year
fields, ability to make bulk changes, access to our API
years, 10%
Management
and other advanced features. Comes with 25 users,
for 5 years
Group, LLC
unlimited view only users, 3 Premium support
contacts, and allows Update only users.
511210*
Ascendant
310
Update Only
Only available in the Enterprise plan. This type of user
$108.82 Per US None
Strategy
License
has limited functionality within C1earPoint. Price Per
Year
Management
User Per Year.
Group, LLC
511210*
Ascendant
110
Additional
All plans: Purchase additional full user licenses. Price
$544.08 Per US N/A
Strategy
User License
Per User Per Year. 1-50 total Licenses. Licenses
Year
Management
1-50
included in the plan are counted in your initial count of
Group, LLC
licenses.
_
511210*
Ascendant
120
Additional
All plans: Purchase additional full user licenses. Price
$362.72 Per US N/A
Strategy
User License
Per User Per Year. 51-100 total Licenses. Licenses
Year
Management
51-100
included in the plan are counted in your initial count of
Group, LLC
licenses.
511210*
Ascendant
130
Additional
All plans: Purchase additional full user licenses. Price
$226.70 Per US N/A
Strategy
User License
Per User Per Year. 101+ total Licenses. Licenses
Year
Management
101+
included in the plan are counted in your initial count of
Group, LLC_
licenses.
54151
Ascendant
250
Basic and
This is an additional feature given to administrator
$3,445.84 Per US None
Strategy
Professional
users which allow for telephone support, in-app
Year
Management
Plan
messaging, screen sharing, and annual check
Group, LLC
Additional
ins. Professional plan comes with 1 contact.
Premium
Support
Contact
54151
Ascendant
350
Enterprise
This is an additional feature given to administrator
$3,158.69 Per US None
Strategy
Plan
users which allow for telephone support, in-app
Year
Management
Additional
messaging, screen sharing, and annual check
Group, LLC
Premium
ins. Enterprise Plan comes with 3 contacts.
Support
Contact
511210*
Ascendant
400
Public facing
This is an annual rate to support a public facing
$906.80 Per US None
Strategy
dashboard
dashboard built and managed by C1earPoint
Year
Management
hosting
Group, LLC
*Term License Cessation Statement Ascendant Strategy Management Group, LLC does not commercially offer
conversions of term licenses to perpetual licenses and our term licenses are not eligible
for conversion at any time.
8
SCHEDULE C CSC No. 60778
Pricing Overview
The pricing below is for a 12 month ClearPoint subscription, starting on 2023-10-31.
Access to ClearPoint will begin on the day of contract execution. This pricing is valid
until 2023-11-10. Prices are in USD. The pricing below is for the first 12 months of the
annual recurring subscription fees plus any one time costs.
Annual Fees
Name Category Unit Price Total
Discount
2023 Unlimited 500 Recurring $49,900.00 $0.00
This Unlimited Plan is for local governments and has
access to all features of ClearPoint. This plan includes
unlimited users with unlimited support through email
and our support center. Two designated
Administrators also have Premium Support, which
Includes phone and live In-app messaging with out -
award -winning support team, As part of your included
onboarding, you'll work directly with an
Implementation Specialist during guided calls to get
started, and they will provide an Excel template for
You to populate that our team will load into
ClearPoint to provide setup for your organization,
During your first 90 days, our Implementation Team
can provide 1 day of training and build up to 15 key
reports and 5 Briefing Books for your organization.
You will also be able to customize a public -facing
WorclPress dashboard based on a variety of
templates.
Total
The City of Fort Worth Unlimited package is discounted to
$49,900 for 12 months. Upon renewal the agreed upon fee is
$65,000 annually. This one time discounted price and future
escalation of price was agreed upon by ClearPoint Strategy
and City of Fort Worth.
7/ 1911 N. Fort Myer Drive #1100, Arlington, VA 22209
Uear•PantStrategy 866-568-0590 1 jbannon@clearpointstrategy.com
$.49,900.00
Proposal for City of
Fort Worth, TX
Page 6 of 8
SCHEDULE D
CSC No. 60778
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This quesllonnalre reflects changes made to the law by H.B. 23, 1141h Leg., Regular session.
This questionnaire Is being filed In accordance with Chapter 176, Local Government Code,
by a vendorwho has a business relationship as defined by Section 176.001(1-a) with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must befiiedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. SeeSeclion 176.006(a•1), Local Government Code.
FORM CIO
OFFICE USE ONLY
Dole Received
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code. A n offense under this section is a misdemeanor.
u Name of vendor who Rasa business relationship with local governmental entity.
'J I LJI Check this box If you are filing nn update ton previously fled questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7lh business day alter Ihedale on which you became aware that the originally tiled questionnaire was
Incomplete or inaccurate.)
Q Name of local government officer about whom the Infornlnffon In this section Is being disclosed.
J
Name of Olficer
This section (Item 3 including subparts A. 8, C, 6 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 additional
pages to this Form CIO 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?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable Income, other than investment Income, from or at the direction of the local
government officer named In this section AND the taxable income is not received from the local governmental entity?
= Yes II No
C, Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership Interest of one percent or more?
= Yes = No
D Describe each employment or business and family relationship with the local government officer named in this section.
Signature of vendor doing business with the governmental entily
Dale
Adopled 8/712015