HomeMy WebLinkAboutContract 62814FORT WORTH® CSC No. 62814
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between iTl Source,
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-Omnia R200803 Pricing Index;
3.Exhibit B-Omnia R200803 Cooperative Agreement; and
4.Exhibit C -Conflict oflnterest Questionnaire.
Exhibits A, B, and C 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 and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. 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 be effective beginning on the date signed by the Deputy City
Manager below ("Effective Date") and end on September 30, 2025. City, at its option, may extend this
agreement based on an extension of Omnia R200803 by written agreement of the parties. If the
underlying Cooperative Agreement is extended the City may incorporate each extension as an additional
renewal option. If the underlying Cooperative Agreement is not renewed or extended by Omnia, but
Omnia executes a new cooperative agreement with the Vendor with substantially similar terms, the City
may replace Omnia R200803 with the new cooperative agreement.
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
workspace 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
Cooperative Purchase Page 1 of7
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 CITY:
To iTl Source, LLC:
City of Fort Worth iTl Source, LLC
Attn: Mark McDaniel, Deputy City Manager ATTN: Legal Department
100 Fort Worth Trail 1860 W University Drive Suite 100
Fort Worth, TX 76102-6314 Tempe, AZ. 85281
Facsimile: (817) 392-8654 Facsimile: N/A
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 for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section, 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 expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
Cooperative Purchase Page 2 of 7
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and 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 to prevent or stop such Data Breach. In the event of such Data Breach, Vendor
shall fully and itnmediately comply with applicable laws and shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all claims,
suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will
remain the property of City. City hereby consents to the use, processing and/or disclosure of
Personal Data only for the purposes described herein and to the extent such use or processing is
necessary for Vendor to carry out its duties and responsibilities under the Agreement, any
applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to
third parties other than through its underlying network provider to perform its obligations under
the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless
and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or other
jurisdictions approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the TeXas Government Code. By signing this Addendum, Vendor certifies that Vendor's
signatuYe provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not
boycott Israel �luring the term of the Agreement.
Prohibition on Bovcottin� Ener�v Comnanies. Vendor acknowledges that in accordance with
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verifcation from the
company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms "boycott energy company" and "company" have the
meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by
Acts 2021, 87th Leg., R.S., S.B. 13, § Z. To the extent that Chapter 2274 of the Government Code
Cooperative Purchase Page 3 of 7
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
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 from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or
partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity
or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies
that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
Cooperative Purchase Page 4 of 7
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:
By:
Name:
Title:
Date:
Mark McDaniel
Deputy City Manager
Feb 18, 2025
APPROVAL RECOMMENDED:
�C:...,......___-By: /
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR: Cooperative Purchase 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.
�PadBy: /W
Name: Jeff Park
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
l!f6:UW&-4�dd By: M. Kevin Anders, II (Feb 18, 202511:09 CST)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: NIA
Approval Date: N/ A
Form 1295: N/ A Page 5 of7
Products and Pricing Proposal
Product Offering
SYNNEX Corporation offers the following Palo Alto Networks products and services at a fixed discount
percentage off the commercial published pricelist (MSRP). A full listing of current products is provided on the
-OMNIA Partners
Category Subcategory Discount %
Hardware and On-Premise Software Cloud Security 20%
Hard Disk Drives 20%
Input Device Accessories 20%
Network Accessories 20%
Network Adapters / Cables 20%
Network Devices 20%
Network Storages 20%
Power Accessories, Adapters, & Supplies 20%
Rack System & Accessories 20%
RAM Modules 20%
Repeaters / Transceivers 20%
Security Hardware & Software 20%
Solid State Drives (SSD) 20%
Storage Controllers 20%
Cloud Services Cloud Security 15%
Internet / Communication Applications 15%
Security Service / Support 15%
Security Software 15%
Service Packages 4-Hour Premium & Platinum Renewal 10%
4-Hour Premium & Platinum Support 10%
On-Site Spares 10%
Premium & Platinum Support 10%
Premium & Platinum Support Renewal 10%
Standard Support 10%
Standard Support Renewal 10%
Demisto and Prisma Public Cloud Demisto and Prisma Cloud 5%
All Others All Others 5%
Non-Discounted Products Non-Discounted Products 0%
CONTRACT
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APPENDIX A
CONTRACT
This Contract 2020 by and between
ontractor and Region 4 Education Service Center
(Region 4 ESC ) for the purchase of Cyber Security Solutions and Associated Products &
Services the products and
RECITALS
WHEREAS, Region 4 ESC issued Request for Proposals N
Proposal
Proposal and wishes to engage Contractor in
providing the services/materials described in the RFP and Proposal;
WHEREAS, both parties agree and understand the following pages will constitute the Contract
between the Contractor and Region 4 ESC, having its principal place of business at 7145 West
Tidwell Road, Houston, TX 77092.
WHEREAS, Contractor included, in writing, any required exceptions or deviations from these
terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4
ESC, said exceptions or deviations are incorporated into the Contract.
WHEREAS, this Contract consists of the provisions set forth below, including provisions of all
attachments referenced herein. In the event of a conflict between the provisions set forth below
and those contained in any attachment, the provisions set forth below shall control.
WHEREAS, the Contract will provide that any state and local governmental entities, public and
private primary, secondary and higher education entities, non-profit entities, and agencies for the
may purchase products and services at prices indicated in the
Contract upon the registration with OMNIA Partners.
1) Term of agreement. The term of the Contract is for a period of three (3) years unless
terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the
right to renew the Contract for two (2) additional one-year periods or portions thereof. Region
4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region
ctor may elect not to renew by providing three
hundred sixty-(365) notice to Region 4 ESC. Notwithstanding the expiration of the
initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may
mutually agree to extend the term of this Agreement. Contractor acknowledges and
understands Region 4 ESC is under no obligation whatsoever to extend the term of this
Agreement.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this
agreement, and described in the RFP, incorporated herein by reference as though fully set
forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the and Best and
Final Offer(s).
CONTRACT
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4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted
by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii.
iii.
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or
provide any material or service under this Contract until Contractor receives a purchase order
for such work or is otherwise directed to do so in writing by Region 4 ESC.
6) Entire Agreement (Parol evidence). The Contract, as specified above, represents the final
written expression of agreement. All agreements are contained herein and no other
agreements or representations that materially alter it are acceptable.
7) Assignment of Contract. No assignment of Contract may be made without the prior written
approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material
change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.).
8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to
perform this Contract, a successor in interest must guarantee to perform all obligations under
this Contract. Region 4 ESC reserves the right to accept or reject any new party. A change
of name agreement will not change the contractual obligations of Contractor.
9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding
unless authorized and signed by Region 4 ESC.
10)Adding Authorized Distributors/Dealers. Contractor is prohibited from authorizing additional
distributors or dealers, other than those identified at the time of submitting their proposal, to
sell under the Contract without notification and prior written approval from Region 4 ESC.
Contractor must notify Region 4 ESC each time it wishes to add an authorized distributor or
dealer. Purchase orders and payment can only be made to the Contractor unless otherwise
approved by Region 4 ESC. Pricing provided to members by added distributors or dealers
must also be less than or equal to the pricing.
11)TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate
the Contract if purchase volume is determined to be low volume in any 12-month period.
Region 4 ESC reserves the right to cancel the whole or any part of this Contract due to
failure by Contractor to carry out any obligation, term or condition of the contract. Region
4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any
of the following:
i. Providing material that does not meet the specifications of the Contract;
ii. Providing work or material was not awarded under the Contract;
iii. Failing to adequately perform the services set forth in the scope of work and
specifications;
iv. Failing to complete required work or furnish required materials within a reasonable
amount of time;
CONTRACT
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v. Failing to make progress in performance of the Contract or giving Region 4 ESC
reason to believe Contractor will not or cannot perform the requirements of the
Contract; or
vi. Performing work or providing services under the Contract prior to receiving an
authorized purchase order.
Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide
a satisfactory response to Region 4 ESC. Failure to adequately address all issues of
concern may result in Contract cancellation. Upon cancellation under this paragraph, all
goods, materials, work, documents, data and reports prepared by Contractor under the
Contract shall immediately become the property of Region 4 ESC.
b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely
manner, or Contractor violates any of the covenants, agreements, or stipulations of this
Contract Region 4 ESC reserves the right to terminate the Contract immediately and
pursue all other applicable remedies afforded by law. Such termination shall be effective
by delivery of notice, to the Contractor, specifying the effective date of termination. In such
event, all documents, data, studies, surveys, drawings, maps, models and reports
prepared by Contractor will become the property of the Region 4 ESC. If such event does
occur, Contractor will be entitled to receive just and equitable compensation for the
satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or
within a reasonable time period as interpreted by the purchasing agent or failure to make
replacements or corrections of rejected articles/services when so requested shall
constitute grounds for the Contract to be terminated. In the event Region 4 ESC must
purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a
reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable
wholly or in part to carry out its obligations under this Agreement then such party shall
give notice and full particulars of Force Majeure in writing to the other party within a
reasonable time after occurrence of the event or cause relied upon, and the obligation of
the party giving such notice, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of the inability then claimed, except as hereinafter
provided, but for no longer period, and such party shall endeavor to remove or overcome
such inability with all reasonable dispatch.
The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or
other industrial disturbances, act of public enemy, orders of any kind of government of the
United States or the State of Texas or any civil or military authority; insurrections; riots;
epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts;
droughts; arrests; restraint of government and people; civil disturbances; explosions,
breakage or accidents to machinery, pipelines or canals, or other causes not reasonably
within the control of the party claiming such inability. It is understood and agreed that the
settlement of strikes and lockouts shall be entirely within the discretion of the party having
the difficulty, and that the above requirement that any Force Majeure shall be remedied
with all reasonable dispatch shall not require the settlement of strikes and lockouts by
acceding to the demands of the opposing party or parties when such settlement is
unfavorable in the judgment of the party having the difficulty.
e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by
providing written notice. The cancellation will take effect 30 business days after the other
party receives the notice of cancellation. After the 30th business day all work will cease
following completion of final purchase order.
12)Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds
and permits required for the operation of the business conducted by Contractor. Contractor
CONTRACT
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shall remain fully informed of and in compliance with all ordinances and regulations pertaining
to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop
work and/or cancel the Contract license(s) expire, lapse, are suspended or
terminated.
13)Survival Clause. All applicable software license agreements, warranties or service
agreements that are entered into between Contractor and Region 4 ESC under the terms and
conditions of the Contract shall survive the expiration or termination of the Contract. All
Purchase Orders issued and accepted by Contractor shall survive expiration or termination of
the Contract.
14)Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If
delivery is not or cannot be made within this time period, the Contractor must receive
authorization for the delayed delivery. The order may be canceled if the estimated shipping
time is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be
included in all pricing offered unless otherwise clearly stated in writing.
15)Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may
make the determination to return the material to the Contractor at no cost to Region 4 ESC.
The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be
responsible for arranging the return of the defective or incorrect material.
16)Payments. Payment shall be made after satisfactory performance, in accordance with all
provisions thereof, and upon receipt of a properly completed invoice.
17)Price Adjustments. Should it become necessary or proper during the term of this Contract to
make any change in design or any alterations that will increase price, Region 4 ESC must be
notified immediately. Price increases must be approved by Region 4 ESC and no payment for
additional materials or services, beyond the amount stipulated in the Contract shall be paid
without prior approval. All price increases must be supported by manufacturer documentation,
or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days
after approval and written notification from Region 4 ESC. It is the responsibility
to keep all pricing up to date and on file with Region 4 ESC. All price changes must be
provided to Region 4 ESC, using the same format as was provided and accepted in the
proposal.
Price reductions may be offered at any time during Contract. Special, time-limited reductions
are permissible under the following conditions: 1) reduction is available to all users equally; 2)
reduction is for a specific period, normally not less than thirty (30) days; and 3) original price
is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price
reduction during the Contract term.
18)Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all
purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC
reserves the right to audit the accounting for a period of three (3) years from the time such
purchases are made. This audit right shall survive termination of this Agreement for a period
of one (1) year from the effective date of termination. Region 4 ESC shall have the authority
to conduct random audits of Contractor Region 4 ESC's sole cost and expense.
Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing
being offered that is materially inconsistent with the pricing under this agreement, Region 4
ESC shall have the ability to conduct an extensive audit of Contractor Contractor
CONTRACT
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sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third-
party auditing firm. In the event of an audit, the requested materials shall be provided in the
format and at the location designated by Region 4 ESC.
19)Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor
may substitute a new product or model if the replacement product meets or exceeds the
specifications and performance of the discontinued model and if the discount is the same or
greater than the discontinued model.
20)New Products/Services. New products and/or services that meet the scope of work may be
added to the Contract. Pricing shall be equivalent to the percentage discount for other
products. Contractor may replace or add product lines if the line is replacing or supplementing
products, is equal or superior to the original products, is discounted similarly or greater than
the original discount, and if the products meet the requirements of the Contract. No products
and/or services may be added to avoid competitive procurement requirements. Region 4 ESC
may require additions to be submitted with documentation from Members demonstrating an
interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject
any additions without cause.
21)Options. Optional equipment for products under Contract may be added to the Contract at
the time they become available under the following conditions: 1) the option is priced at a
discount similar to other options; 2) the option is an enhancement to the unit that improves
performance or reliability.
22)Warranty Conditions. All supplies, equipment and services shall include manufacturer's
minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in
writing.
23)Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their
work as required or directed. Upon completion of the work, the premises shall be left in good
repair and an orderly, neat, clean, safe and unobstructed condition.
24)Site Preparation. Contractor shall not begin a project for which the site has not been prepared,
unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the
cost of site preparation in a purchase order. Site preparation includes, but is not limited to:
moving furniture, installing wiring for networks or power, and similar pre-installation
requirements.
25)Registered Sex Offender Restrictions. For work to be performed at schools, Contractor
agrees no employee or employee of a subcontractor who has been adjudicated to be a
registered sex offender will perform work at any time when students are or are reasonably
expected to be present. Contractor agrees a violation of this condition shall be considered a
material breach and may result in the cancellation of the purchase order at
discretion. Contractor must identify any additional costs associated with compliance of this
term. If no costs are specified, compliance with this term will be provided at no additional
charge.
26)Safety measures. Contractor shall take all reasonable precautions for the safety of employees
on the worksite and shall erect and properly maintain all necessary safeguards for protection
of workers and the public. Contractor shall post warning signs against all hazards created by
its operation and work in progress. Proper precautions shall be taken pursuant to state law
CONTRACT
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and standard practices to protect workers, general public and existing structures from injury
or damage.
27)Smoking. Persons working under the Contract shall adhere to local smoking policies.
Smoking will only be permitted in posted areas or off premises.
28)Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC,
payment may be made for materials not incorporated in the work but delivered and suitably
stored at the site or some other location, for installation at a later date. An inventory of the
stored materials must be provided to Region 4 ESC prior to payment. Such materials must be
stored and protected in a secure location and be insured for their full value by the Contractor
against loss and damage. Contractor agrees to provide proof of coverage and additionally
insured upon request. Additionally, if stored offsite, the materials must also be clearly identified
as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be
allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite,
as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's
responsibility to protect all materials and equipment. Contractor warrants and guarantees that
title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance.
29)Funding Out Clause. A Contract for the acquisition, including lease, of real or personal
property is a commitment of current revenue only. Region 4 ESC retains the
right to terminate the Contract at the expiration of each budget period during the term of the
Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate
funds for payment of the contract.
30)Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its
administrators, employees and agents against all claims, damages, losses and expenses
arising out of or resulting from the actions of the Contractor, Contractor employees or
subcontractors in the preparation of the solicitation and the later execution of the Contract.
Any litigation involving either Region 4 ESC, its administrators and employees and agents will
be in Harris County, Texas.
31)Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within
website, marketing materials and advertisement. Any use of Region 4 ESC name and logo
or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must
have prior approval from Region 4 ESC.
32)Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC
prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten
(10)prior to any modifications or cancellation of policies. The Contractor shall
require all subcontractors performing any work to maintain coverage as specified.
33)Legal Obligations. It is Contractor s responsibility to be aware of and comply with all local,
state, and federal laws governing the sale of products/services and shall comply with all laws
while fulfilling the Contract. Applicable laws and regulation must be followed even if not
specifically identified herein.
OFFER AND C�NTRAC7 SIGNATUR� F�RM
The undersigned hereby o#fers and, if awarded, agrees #o furnish goods andlor services irt strict
compliance with the #erms, s�ecifrcations and condi#ions at the prices propQsed within resportse
uniess nofed in writing,
Company Name SYNNE3C Corpora#ivn
Addr�ss 39 Pelham Ridge Drive
CirylStatelZip Gre�nville, 5C 28fi15
Telephan� No. 8�Q�45�-482�
Email Address danie[br@synnex.com
Prinfed Name �anief Brennan
Title Vice President & Senior Counsel
Authorized signature
Accepted by RegFon 4 ESC:
e sic�Eo q� oaMe� a�a��a� o� tozo-0a-ie oy io-�a Esr
contra�t N�. R200803
initial Contra�t Term October 1, 2020 ta September 30, 2023
Regi n 4 E� Authorize Boar Merr►ber
Margaret S. Bass
Print Name
;
��� �
Regian 4 ESC Autf�orized 8oard Member
s/25/2020
�ate
8/25/2020
�afe
Linda Tinnerman
Prin# IVame
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM C�Q
For vendor doing busineas with locai governmentai entity
Thls quesilonnalro ratlects changes made to tha law by H.6. 23, 84th Lag„ Regular Sesslon. OFRCEUSEONLY
This questionnaire Is be�ng filed in aaordance with Chapter 176, �ocal Govemment Code. by a vendor who Date Recaned
has a business relationship as defined by Sec4on 176 001(1-a} with a local govemmental entiry and Ihe
vendor meets requirements under Sectlon 176 006{aj.
By law this questionnare must be filed witli the records administrator of the local govemmental �itlty not iater
than the 7th business day after tlie date the vendor becomes aware of facts tliat require the statement to be
filed SeeSection176006(a-1),LocalGovernmeniCode
Avendorcommits an offensa if the vendorknowingly oiulates Section 176 006 Local Government Code. An
of(ense under this sec0on is a misdemeanot
� Name of vendor who has a business relationship with local governmental entity.
� �=� �o ur�P L, L �
Checkthis box if you are tiling an update to a previously filed questionnaire. {The law requires that you file an updated
completed questionnaire with the appropriale filing authonty not later than the 7th buslness day aiter lhe date on which
you became aware that the originally filed questionnaire was incomplete or maccurate )
Name oI locat government offic��out whom the intormation is being disclosed.
on�
Name of 01(icer
Describe each employment or other business relationship with the local government ofiicer, or a family member of the
officer, as described by Seclion 176.003(a)(2)(A). Also describe any family relationship with the�nc�government officer.
Complete subparts A and 6 tor each employment or business relatlonship described. Atta rition� pAges to this Forrn
CIQ as necessary.
A Is al government officer or a tamily me.[�rtSer of the ofticer recaNfng or likely to receive taxable income,
other than inv ncome, f rom the ven +'f
� Yes
B Is the vendor receivi ikely to receive taxable income. oiher estment income, from or at ihe d�rectlon
ot the iocal govemme officer or a famity member o1 the officer AND the tax come is not rece�ved irom the
local government ntity?
�Yes �No
�ch employment or business relationship thatthe vendor named in Section 1 maintains with a corporation or
iess entity with respect lo which ihe local government officer serves as an officer or director, or holds an
interest of one percent or more.
'- �Chec this box if the vendor has given the local government oiticer or a family member oi the ofiicer one or more gitts
as de cribed in Section 176 003(a)(2)(B). excluding gifts described in Section 176 003(a-t)
7
a- �-�5�
Signahire of vendor doing busines svith Uie govemmental ently Date
Form provided by Texas Etliics Commtssion www ethlcs state tx us Revised 11�30l2015
Cooperative Purchase Pa�e 6 of 7
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with I�cal g�vernmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http:/Iwww.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code§ 176.001(1-a): "Business relationship" means aconnection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(21(A) and (B):
(a) A local government officer shall file a conflicts disdosure statement with respect to a vendor if:
{2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local govern ment officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
{i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code S 176.006(a) and (a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
{1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2){A);
{2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003{a}(2)(B), exduding any
gift described by Section 176.003{a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
govern mental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection {a);
(B) that the vendor has given one or more gifts described by Subsection {a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015