HomeMy WebLinkAboutContract 61441DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
CSC No. 61441
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Sierra Cedar,
LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — DIR-CPO-4993 Pricing Index
3. Exhibit B — DIR-CPO-4993
4. Exhibit C — Conflict of Interest Questionnaire.
The Exhibits referenced above, which are attached hereto and incorporated herein, are made a
part of this Agreement for all purposes. Vendor agrees to provide City with the services at the rates
included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement,
including all exhibits thereto. If any provisions of the attached documents, are addressed in, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Agreement shall control
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the first year by City
shall not exceed One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional
items or services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any
additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement shall begin on the date signed by the Deputy City Manager
("Effective Date") and end on January 26, 2025. City shall be able to renew this agreement for 1 (One)
one-year renewal option by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
To CITY: To VENDOR:
City of Fort Worth Sierra Cedar, LLC
Attn: Mark McDaniel, Assistant City Manager 1255 Alderman Dr.
200 Texas Street Alpharetta, GA. 30005
Fort Worth, TX 76102-6314 Facsimile: N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City in which
Vendor is found liable for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to indemnify,
defend, settle or pay shall not apply (a) if the City or a third -party working on behalf of the
City modifies or misuses the Deliverable(s) or modifies the Deliverable(s) without
Contractor's prior written consent or (b) if the claim relates to software licensed by the
City from a third party, including but not limited to, claims that result from the City's
failure to maintain or comply with any third party software license or maintenance and
support agreement to which the City is bound. So long as Vendor bears the cost and expense
of payment for claims or actions against the City pursuant to this section, Vendor shall have the
right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the
City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under the Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement.
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 option and expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to
make them/it non -infringing, provided that such modification does not materially adversely
affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally
suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional
charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,
terminate the Agreement, and refund all amounts paid to Vendor by the City for the infringing
Deliverable, subsequent to which termination City may seek any and all remedies available to
DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
City under law except as limited in the Agreement. THE CITY ACKNO EDGES THAT
CONTRACTOR DISCLAIMS ALL WARRANTIES REGARDING THIRD PARTY
SOFTWARE AND ACCEPTS NO INDEMNIFICATION OBLIGATION WITH
REGARD TO ANY THIRD PARTY CO RCIALLY AVAILABLE SOFTWARE,
UNLESS SUCH SOFTWARE IS PROVIDED TO THE CITY BY THE CONTRACTOR.
Data Breach. Vendor will not host City data under this Agreement. Vendor will follow its
Information Security Policy while providing services hereunder and will follow any City
internal security policies applicable to consultants which the City provides it in advance of
execution of work. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in
light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or
personal identifiable information ("Personal Data") by any unauthorized person or third
party, or becomes aware of any other security breach relating to Personal Data held or
stored by Vendor under the Agreement or in connection with the performance of any
services performed under the Agreement or any Statement(s) of Work ("Data Breach"),
Vendor shall immediately notify City in writing and shall fully cooperate with City (at
Vendor's expense, if the Data Breach was caused by Vendor's failure to comply with the
security policies referred to above) to prevent or stop such Data Breach. In the event of
such Data Breach, Vendor shall fully and immediately comply with applicable laws, and,
if the Data Breach was caused by Vendor's failure to comply with the security policies
referred to above, shall take the appropriate steps to remedy such Data Breach. To the
extent the Data Breach was caused by Vendor's failure to comply with the security
policies referred to above, Vendor will defend, indemnify and hold City, its Affiliates, and
their respective officers, directors, employees and agents, harmless from and against any
and all claims, suits, causes of action, liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to any third party claim arising from
breach by Vendor of its obligations contained in this Section, except to the extent resulting
from the acts or omissions of City or a third party (unless the third party was able to
perpetrate the breach as a result of Vendor's failure to comply with the security policies
referred to above). All Personal Data to which Vendor has access under the Agreement, as
between Vendor and City, will remain the property of City. City hereby consents to the
use, processing and/or disclosure of Personal Data only for the purposes described herein
and to the extent such use or processing is necessary for Vendor to carry out its duties and
responsibilities under the Agreement, any applicable Statement(s) of Work, or as required
by law. Vendor will not transfer Personal Data to third parties other than through its
underlying network provider to perform its obligations under the Agreement, unless
authorized in writing by City. All Personal Data delivered to Vendor shall be stored in the
United States or other jurisdictions approved by City in writing and shall not be
transferred to any other countries or jurisdictions without the prior written consent of
City.
LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
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 CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES. CONSULTANT shall be liable for direct damages related to Third party
claims alleging (a) personal injury or death or property damage caused by the
CONSULTANT'S sole negligence; or (b) U.S. Intellectual Property infringement caused
solely by CONSULTANT; or (c) CONSULTANT's breach of any Confidentiality
obligations specifically stated herein. For all other claims, demands, suits or causes of
action of any kind or nature against CONSULTANT, CONSULTANT's total, cumulative
liability under this Contract, whether in contract, tort or otherwise, shall be limited to the
total amount paid or payable to CONSULTANT by City under the Contract during the
twelve (12) months immediately preceding the event giving rise to the claim.
CONSULTANT's limitation of liability is cumulative with all of CONSULTANT's liability
being aggregated to determine satisfaction of the above limit. The existence of claims or
suits will not enlarge or extend the limit. In no event shall either party be liable for any
indirect, special, incidental, consequential or punitive damages (including without
limitation damages for business interruption or loss of profits), howsoever caused, arising
out of or in connection with the Contract and whether or not the party has been advised of
the possibility of such damages.
[Signature Page Follows]
DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
Name: Mark McDaniel
Title: Deputy City Manager
Date: May 20, 2024
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
gd4000n�
ATTEST: PaoF FORt &
By: (J
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Sierra C ��lslg�d by:
By: "VU f jVyA
Name: �Bryant
Title: coo
Date: 5/13/2024 1 5:55 PM EDT
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:
Name: David Zellmer
Title: Sr. IT Solutions Manager
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 84A34A13-ABOB-4914-9AA6-5E66339BB862
Exhibit A
Project Manager
210
PeopleSofk Functional Consultant
$180
PecpleSofk Technical Developer
$175
PeopleSofk Infrastructure Specialist
$175
PeopleSofk Trainer
$160
Remote Offshore Developer
$55
Oracle EPM Consultant
$185.00
Exhibit B
DIR-CPO-4993 I Texas Department of Information Resources
Contract Number
DIR-CPO-4993
Vendor Information
Sierra -Cedar, LLC
Vendor ID: 15825481938
HUB Type: Non HUB
RFO: DIR-CPO-TMP-553
Contract Status: Active
VENDOR CONTACT:
Chris Myers Gr
Phone: (972) 400-7261
Fax: (678) 385-7541
Vendor Website Ll
Contract Term Date: 01/26/25 O
Contract Expiration Date: 01/26/26 OO
DIR CONTACT:
Eliza Garcia 2-1
Phone: (512) 475-4631
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
Sierra -Cedar, LLC
2
Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
F]Yes V No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
aYes FVNo
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
N/A
J
❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
n
J f
jMay�•/ 17, 2024
Signature of vendor doinbusiness with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021