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HomeMy WebLinkAboutContract 63293CSC No. 63293 FORT WORTH CITY OF FORT WORTH NON-EXCLUSIVE COOPERATIVE PURCHASE AGREEMENT This Non -Exclusive Cooperative Purchase Agreement ("Agreement") is entered into by and between Presidio Networked Solutions Group, LLC ("Vendor"), a Delaware limited liability company, and the City of Fort Worth ("City"), a Texas home rule municipality. The Non -Exclusive Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Non -Exclusive Cooperative Purchase Agreement; 2. Exhibit A — Cooperative Agency Contract DIR-CPO-5347 ("Cooperative Contract"); 3. Exhibit B — DIR-CPO-5347 Appendix C Pricing Index; and 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 and goods 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, 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 to all vendors who are awarded a non-exclusive agreement shall not exceed Four Million Two Hundred Thousand Dollars ($4,200,000.00). City may award the Agreement to multiple vendors under the Cooperative Contract. Vendor agrees that the City is not required to provide any guarantee of any amount of compensation under this Agreement. 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 be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and shall expire on January 7, 2027 ("Expiration Date"), in accordance with the Cooperative Agreement. The initial term of this Agreement shall be divided into annual segments, with the first segment beginning on the Effective Date, the second segment beginning on January 8, 2026. City shall be able to renew this agreement for three (3) additional one-year renewal options by written agreement of the parties. City's annual payment to Vendor for the initial term shall be according to these segments. 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 DIR, but DIR executes a new OFFICIAL RECORD CITY SECRETARY Non -Exclusive Cooperative Purchase Agreement FT. WORTH, TX Page 1 of 8 cooperative agreement with the Vendor with substantially similar terms, the City may replace DIR- CPO-5347 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 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: To CITY: City of Fort Worth Attn: Dianna Giordano, Assistant City Manager 100 Fort Worth Trail Fort Worth, Texas 76102 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Presidio Networked Solutions Group, LLC Attn: Legal Department 7701 Las Colinas Ridge Suite 600 Irving, Texas 75063 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 Non -Exclusive Cooperative Purchase Agreement Page 2 of 8 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 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 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 to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately 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. Non -Exclusive Cooperative Purchase Agreement Page 3 of 8 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 Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcotting Enerav Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "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. [Signature Page Follows] Non -Exclusive Cooperative Purchase Agreement Page 4 of 8 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Presidio Networked Solutions Group, LLC By: Dianna Giordano (M1 ay�50836 CDT) By Erik Hayko (M�02512:26 CDT) Name: Dianna Giordano Name: Erik Hayko Title: Assistant City Manager Title: Senior Contracts Manager Date: 05/1 9/2025 Date: 5/2/25 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Sarah 14, 202515:06CDT) Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: V 1�eyi� A (e��, ///1 By: M. Kevin Anders, II (May 14, 202517:25 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney Contract Authorization: M&C: 25-0390 Approval Date: 5/13/2025 Form 1295: 2025-1297055 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. '.'a' 4,202514:58 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager City Secretary: By: U Name: Jannette S. Goodall Title: City Secretary , 1oada e°per' $9�°v dYe g=d PpQ*B* d apann�og q OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Non -Exclusive Cooperative Purchase Agreement Page 5 of 8 Exhibit A Cooperative Agency Contract DIR-CPO-5347 ("Cooperative Contract") (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 6 of 8 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. - 77-0059951 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT AN❑ RELATED SERVICES CISCO SYSTEMS, INC. 1 INTRODUCTION 1.1 Parties This contract for Cisc❑ Branded Products and Related Services (this "Contract") is entered into between the State of Texas, acting by and through the ❑epartment of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and CISCO SYSTEMS, INC. a Delaware For - Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 170 West Tasman Drive San Jose CA 95134. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws ❑f the State ❑f Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFD) DIR-CPO-TMP-578, on 6/09/2023, for Cisc❑ Branded Products and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-578, shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence A. For transactions under this Contract, the ❑rder of precedence shall be as follows: 1. this Contract; 2. Appendix A, Standard Terms and Conditions; 3. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; 4. Appendix C, Pricing Index; 5. Appendix D, End User Terms; 6. Appendix E, Services Agreement template; 7. Appendix F, Master Operating Lease Agreement; DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 8. Appendix G, Master Lease Agreement; 9. Exhibit 1, RFO DIR-CPO-TMP-578, including all Addenda; and 10. Exhibit 2, Successful Respondent's Response to RFO DI R-CPO-TM P-578, including all Addenda. B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given t❑ them in Appendix A, Standard Terms and Conditions. 2 TERM OF CONTRACT The initial term of this Contract shall be up t❑ two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and ❑ne (1) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice t❑ the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment ❑r non -renewal. 3 OPTION TO EXTEND Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This ❑ption may be exercised more than once, but the total extension ❑f performance hereunder shall not exceed ninety (90) calendar days. Such extension ❑f services shall be subject to the requirements of the Contract, with the sole and limited exception that the original date of termination shall be extended pursuant to this provision. ❑IR may exercise this ❑ption upon thirty (30) calendar days written notice to the Successful Respondent. 4 PRODUCT AND SERVICE OFFERINGS Products and services available under this Contract are limited to the technology categories defined in Request for Offer ❑IR-CPO-TMP-578 for Cisc❑ Branded Products DIR-CP0-TMP-578 Page 2 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. f-�U:1CN1►150 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) ❑r MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price ❑r MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts ❑r price allowances are applied. For purposes ❑f this Section, "MSRP," ❑r manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. B. Customers purchasing products or services under this Contract may negotiate additional discounts with Order Fulfiller. order Fulfiller and Customer shall provide the details ❑f such additional discounts to DIR upon request. C. If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products ❑r services under this Contract, or (ii) to any other entity or consortia authorized to sell said products and services t❑ eligible Customers, under the same terms and conditions provided for the State for the same products and services under this contract, then the available price of such products and services under this Contract shall be adjusted to that lower price prospectively (such adjustments shall not apply to previously invoiced or fulfilled Purchase Orders). This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1) but does not apply to volume ❑r special pricing purchases. DIR ❑r an eligible Customer shall notify and provide evidence ❑f better pricing t❑ DIR-CP0-TMP-578 Page 3 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 Successful Respondent within ten (10) days of Successful Respondent providing a lower price as described in this Section to an eligible Customer, and Successful Respondent shall inform DIR upon receiving such notice. This Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 6 DIR ADMINISTRATIVE FEE A. Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without DIR-CP0-TMP-578 Page 4 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 amending this Contract. Any increase ❑r decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list ❑r mechanism to obtain specific contract pricing; B. MSRP/Iist price ❑r DIR Customer price; C. Discount percentage (%) ❑ff MSRP ❑r List Price; D. Warranty policies; and E. Return policies. 8 USE OF ORDER FULFILLERS 8.1 Authorization to Use Order Fulfillers Subject t❑ the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers A. Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization ❑f Historically Underutilized Businesses. ❑IR and Successful Respondent will agree on the number ❑f Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B. In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following ❑rder Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. C. DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional ❑rder Fulfillers should DIR determine it is in the best interest of the State. DIR-CP0-TMP-578 Page 5 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 D. Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions ❑f this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. E. Successful Respondent may qualify ❑rder Fulfillers and their participation under the Contract provided that: i7 any criteria is uniformly applied to all potential ❑rder Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. F. Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. 8.3 Changes in ❑rder Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior t❑ adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization ❑f Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the ❑rder Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing t❑ the Customer shall be in accordance with Section 5. 9 NOTIFICATION All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Lisa Massock or Successor in Office Chief Procurement Officer Department ❑f Information Resources 300 W. 15" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 DIR-CP0-TMP-578 Page 6 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 If sent to Successful Respondent: Jumana Dihu CISCO SYSTEMS, INC. 170 West Tasman Drive San Jose, CA 95134 Phone: (773) 269-6397 Email: jdihu@cisco.com 10 SOFTWARE LICENSE, LEASE, AND SERVICE AGREEMENTS 10.1 Software License Agreement A. Customers acquiring software licenses to Cisco -branded products under this Contract shall hold, use, and operate such software subject to compliance with the End User Terms set forth in Appendix D of this Contract. Customer and Successful Respondent may agree to additional terms and conditions that do not diminish a term or condition in the End User Terms, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Successful Respondent. Successful Respondent shall make the End User Terms available to all Customers at all times. B. Compliance with the End User Terms is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the End User Terms. 10.2 Services Agreement Services provided under this Contract shall be in accordance with the Services Agreement as set forth in Appendix E of this Contract. No changes to the Services Agreement terms and conditions may be made unless previously agreed to by Successful Respondent and DIR. Successful Respondent and Customer may agree to terms and conditions that do not diminish or lessen the rights or protections of the Customer or the responsibilities or liabilities of Successful Respondent. 10.3 Master Operating Lease Agreement DIR and Successful Respondent hereby agree that Successful Respondent is authorized to utilize the Master Operating Lease Agreement in Appendix F of this Contract for Lessees that are Texas State Agencies or otherwise authorized to conduct lease transactions through DIR Contracts. DIR-CP0-TMP-578 Page 7 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 10.4 Master Lease Agreement DIR and Successful Respondent hereby agree that Successful Respondent is authorized to utilize the Master Lease Agreement in Appendix G of this Contract for DIR authorized entities as Lessees that are not Texas State Agencies or otherwise required by statute to utilize the Texas Public Finance Authority for such leasing transactions. Texas State Agencies that have the requisite capital authority and who are not required to utilize such authority via the Texas Public Finance Authority may or may not be eligible to utilize the Master Lease Agreement; each such agency must confer with its own counsel to make this determination. `IW410]►Ia41491►CCI0]:T,16]r]kIIs] ►F-A0d4:1k1rjV A. The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. For third party products appearing on Appendix C, Successful Respondent or Order Fulfiller, as applicable, will provide the applicable third -party software license terms to Customer. B. Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. DIR-CP0-TMP-578 Page 8 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 C. Successful Respondent shall not require any Additional Agreement that: i] diminishes the rights, benefits, ❑r protections of Customer, ❑r that alters the definitions, measurements, or method for determining any authorized rights, benefits, ❑r protections ❑f Customer; ❑r ii) imposes additional costs, burdens, ❑r obligations upon Customer, or that alters the definitions, measurements, ❑r method for determining any authorized costs, burdens, ❑r obligations upon Customer. D. If Successful Respondent attempts t❑ do any of the foregoing, the prohibited documents will be void and inapplicable t❑ this Contract or the Purchase order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated t❑ perform such Purchase Order without regard t❑ the prohibited documents, unless Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS A. Appendix A, Section 3.8, Invoice, is hereby deleted and replaced in its entirety as follows: Refers to a Customer approved instrument submitted by Successful Respondent or Order Fulfiller for payment of services. B. Appendix A, Section 3.11, Statement of Work (SOW), is hereby deleted and replaced in its entirety as follows: Means a document entered into between Customer and Successful Respondent ❑r Order Fulfiller describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Successful Respondent or Order Fulfiller is to provide Customer, issued pursuant to the Contract. C. Appendix A, Section 4.5, Survival, is hereby deleted and replaced in its entirety as follows: DIR-CP0-TMP-578 Page 9 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 All applicable Statements of Work that were entered into between Successful Respondent and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Successful Respondent shall survive expiration or termination of the Contract for the term of the Purchase Order, unless the Customer terminates the Purchase Order in accordance with Section 11. However, regardless of the term of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract for more than three (3) years. In all instances of termination or expiration and no later than five (5) days after termination or expiration or upon DIR request, Successful Respondent shall provide a list, in accordance with the format requested by DIR (i.e., Excel, Word, etc.), of all surviving Statements of Work and Purchase Orders to the DIR Contract Manager and shall continue to report sales and pay the DIR Administrative Fees for the duration of all such surviving Statements of Work and Purchase Orders. Rights and obligations under the Contract which by their nature should survive, including, but not limited to the DIR Administrative Fee and any and ail payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality; and indemnification will remain in effect. D. Appendix A, Section 4.9, Data Location, is hereby deleted and replaced in its entirety as follows: Regardless of any other provision of the Contract or its incorporated or referenced documents, all data for State of Texas Customers shall remain, and be stored always and exclusively within the contiguous United States. State of Texas Customers can specifically request and agree otherwise in a Purchase Order by placing an order for a hosted data solution with data locations outside the United States. All data for State of Texas Customers shall be processed, accessed, viewed, transmitted, and received, always and exclusively within the contiguous United States, provided that State of Texas Customers can specifically request and agree otherwise in a Purchase Order. "Support Data," defined as data collected and maintained by Successful Respondent when a Customer submits requests for support and troubleshooting services, including information about the solutions and other details about the support incident and interaction; configuration DIR-CP0-TMP-578 Page 10 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 support data; performance monitoring data; and security threat data (threat intelligence data, URLs, metadata, netflow data, and origin and nature of malware) necessary to enable provisioning of the services, including security features of the solutions, shall not be subject to this requirement, unless otherwise requested by a Customer. For all Customers outside the State of Texas` jurisdiction, the question of data location shall be at the discretion of such Customers. NOTE: CUSTOMERS SHOULD CONSIDER WHETHER THEY REQUIRE CONTIGUOUS US -ONLY DATA LOCATION AND HANDLING AND MAKE SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS. E. Appendix A, Section 5, Intellectual Property Matters, is hereby deleted and replaced in its entirety as follows: This Contract does not contemplate, authorize or support acquisition of custom software products or services or the creation of intellectual property. If Successful Respondent and Customer seek to contract for such product or service, they must use a separate contract or seek amendment with DIR of this Contract. If DIR and Successful Respondent decide to authorize customized software or hardware products or the creation of intellectual property, then the terms and conditions of ownership of intellectual property will be negotiated between the parties at such time. F. Appendix A, Section 6.A, Terms and Conditions Applicable to State Agency Purchases Only, is hereby deleted and replaced in its entirety as follows: Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules, DIR state agency and Institution of Higher Education Customers must procure EIR that complies with the Accessibility Standards defined in the Texas Administrative Codes 1 TAC 206, 1 TAC 213, and in the Worldwide Web Consortium WCAG 2.0 AA technical standard as applicable, and when such products or services are available in the commercial marketplace or when such products are developed in response to procurement solicitations. Successful Respondent complies with Section 255 of the Telecommunications Act of 1996 and the Twenty -First Century Communications and Video Accessibility DIR-CP0-TMP-578 Page 11 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 Act ("CVAA") of 2010, as applicable. Successful Respondent hereby represents, certifies, and warrants its products and services comply with its then current Accessibility Conformance Reports. G. Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, is hereby deleted and replaced in its entirety as follows: A. Successful Respondent Webpage Within thirty (30) calendar days from the Effective Date, Successful Respondent will establish and maintain a website specific to the product and services offerings awarded under the Contract that is clearly distinguishable from other, non-DIR Contract offerings on Successful Respondent's website. Successful Respondent must use a web hosting service that provides a dedicated internet protocol (IP) address. Successful Respondent's website must have a Secure Sockets Layer (SSQ certificate and Customers must access Successful Respondent's website using Hyper Text Transfer Protocol Secure (HTTPS) and it will encrypt all communication between Customer browser and website. The website must include a webpage that contains: i) a list with description of products and/or services awarded; ii) Successful Respondent contact information (name, telephone number and email address); iii) instructions for obtaining quotes and placing Purchase Orders; iv) the DIR Contract number with a hyperlink to the Contract's DIR webpage; v) a link to the DIR "Cooperative Contracts" webpage; vij the DIR logo in accordance with the requirements of Section 7.9; and vii) any other information that the Contract indicates is required to be included on the webpage. B. If Successful Respondent does not meet the webpage requirements listed above, DIR may cancel the Contract without penalty. DIR-CP0-TMP-578 Page 12 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 H. Appendix A, Section 7.8, Services Warranty and Return Policies, is hereby deleted and replaced in its entirety as follows: Order Fulfiller and Successful Respondent will adhere to Successful Respondent's then -currently published policies concerning product and service warranties and returns. Such policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated customers for like products and services. Warranty and returns for third -party products may also be subject to separate, additional policies and terms set forth by the applicable third -party, in accordance with Section 11 of the Contract, provided said policies and terms were provided to Customers prior to acceptance by Customer of the third -party products. Successful Respondent and Order Fulfiller will assign any such warranty and return rights to Customer, to the extent applicable. I. Appendix A, Section 8.1, Purchase Orders, is hereby deleted and replaced in its entirety as follows: All Customer Purchase Orders will be placed directly with Successful Respondent or Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Successful Respondent or Order Fulfiller when accepted by Successful Respondent or Order Fulfiller. J. Appendix A, Section 10.1.1, Indemnities by Successful Respondent, is hereby deleted and replaced in its entirety as follows: A. Successful Respondent shall defend and indemnify ❑IR, the State of Texas, and Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES, AND/OR DESIGNEES ("Indemnified Parties") FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED REASONABLE COSTS, ATTORNEY FEES, AND EXPENSES arising out of, resulting from a claim brought by a third party based upon: i) any negligent acts or omissions, or willful misconduct of Successful Respondent or its employees, agents, or subcontractors in DIR-CP0-TMP-578 Page 13 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. - 77-0059951 connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract; ii) any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights (an "Infringement") in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract; and iii) tax liability, unemployment insurance or workers' compensation or expectations of benefits by Successful Respondent, its employees, representatives, agents, or subcontractors in or in connection with the execution or performance of the Contract and any Purchase Orders issued under the Contract. B. Successful Respondent shall defend Indemnified Parties and shall provide the remedies outlined in Section B below for any third -party claim directly arising from an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to DIR data, Customer data (including, but not limited to, text, audio, video or image files, provided by Customer to Successful Respondent in connection with Customer's use of Successful Respondent's solutions, and data developed at Customer's specific request related to a statement of work or contract), confidential information of DIR or Customer, any personal identifying information, or any other protected or regulated data resulting from a breach by Successful Respondent of its security obligations as set forth in the Contract or Customer's Purchase Order (a "Data Breach"), provided Customer has complied with any data protection requirements to which it has agreed in writing. Any third -party claim outlined in this Section B is referred to herein as a "Data Breach Claim." Successful Respondent shall indemnify the Indemnified Parties against the following arising from the Data Breach Claim: i) final judgement entered by the court of competent jurisdiction, or fine levied by the supervisory authority or regulator; ii) a final settlement of the Data Breach Claim; DIR-CP0-TMP-578 Page 14 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. - 77-0059951 iii) actual and reasonable expenses notifying affected individuals of the loss, destruction, ❑r unauthorized access ❑f data, as such notice is required by applicable law; and iv} one (1) year ❑f credit monitoring services for individuals affected by the unauthorized access ❑f data. C. THIS SECTION IS NOT INTENDED TO AN❑ SHALL NOT BE CONSTRUED TO REQUIRE SUCCESSFUL RESPONDENT TO DEFEND OR INDEMNIFY INDEMNIFIED PARTIES FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF INDEMNIFIED PARTIES. D. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE TO ANY SETTLEMENT WHICH WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. FOR NON - STATE AGENCY CUSTOMERS, THE ❑EFENSE SHALL BE COORDINATED BY CUSTOMER'S LEGAL COUNSEL. SUCCESSFUL RESPONDENT AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER AND TO DI OF ANY SUCH CLAIM. K. Appendix A, Section 10.1.2, Infringements, is hereby deleted and replaced in its entirety as follows: A. Notwithstanding the foregoing, such indemnity shall not apply, and Successful Respondent shall have no liability under this section if the alleged infringement is caused by: (1) any designs, specifications or requirements provided by Customer, ❑r on Customer's behalf by a third party; (2) modification ❑f a Cisco product by Customer, or on Customer's behalf pursuant t❑ Customer's specific instructions; (3) the amount ❑r duration of use made of a Cisco product, revenue Customer earned, ❑r services Customer offered; DIR-CP0-TMP-578 Page 15 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 (4) combination, operation, or use of the Cisco product with non -Cisco products, software, content or business processes; or (5) Customer's failure to change or replace the Cisco product as required and properly notified by Successful Respondent. B. If Successful Respondent becomes aware of an actual or potential claim of an Infringement, or Customer provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful Respondent may (or in the case of an injunction against Customer, shall), at Successful Respondent's sole expense: (i) procure for Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service s❑ that Customer's use is non -infringing. L. Appendix A, Section 10.2, Property Damage, is hereby deleted and replaced in its entirety as follows: IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY TANGIBLE PROPERTY (NOT INCLUDING DATA) OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF SUCCESSFUL RESPONDENT, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, SUCCESSFUL RESPONDENT SHALL PAY COMMERCIALLY REASONABLE THIRD PARTY COSTS OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. (IN ADDITION TO COSTS OF PRIVATE CONTRACTORS OR SUPPLIERS, REPAIR OR REPLACEMENT COSTS OF A GOVERNMENTAL ENTITY EMPLOYED TO PERFORM SUCH SHALL MEET THE DEFINITION OF "THIRD PARTY COSTS"). SUCH COSTS SHALL BE ACCURATELY DOCUMENTED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY SUCCESSFUL RESPONDENT NINETY (90) CALENDAR DAYS AFTER THE DATE OF SUCCESSFUL RESPONDENT'S RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE AND REQUIRED DOCUMENTATION OF THE AMOUNT DUE. THE FOREGOING SHALL CONSTITUTE CUSTOMER'S, OR STATES, AS APPLICABLE, SOLE AND EXCLUSIVE REMEDY FOR SUCH PROPERTY DAMAGE CLAIMS. DIR-CP0-TMP-578 Page 16 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 M. Appendix A, Section 10.11, Background and/or Criminal History Investigation, is hereby deleted and replaced in its entirety as follows: Prior to commencement of any services, background and/or criminal history investigation of Successful Respondent's employees and Third -Party Providers who will be providing services to the Customer under the Contract may be performed by the Customer or the Customer may require that Successful Respondent or Order Fulfiller relay the confirmation of a successful background check status. Should any employee or Third -Party Provider of Successful Respondent who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or Third - Party Provider in question. N. Appendix A, Section 10.12, Limitation of Liability, is hereby deleted and replaced in its entirety as follows: A. For any claim or cause of action arising under or related to the Contract, to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages. B. Successful Respondent's aggregate liability to each individual purchasing Customer for damages of any kind under the Contract shall not exceed two times (2x) the total value of the individual purchasing Customer's Purchase Order under the Contract. Such value includes all amounts to be paid over the life of the Purchase Order to Successful Respondent by such Customer as described in the Purchase Order. C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful Respondent's liability contained herein shall not apply to: claims of bodily injury; disclosures of confidential information (excluding a Data Breach, as defined in Section 10.1.13); violations of intellectual property rights including but not limited to patent, trademark, or copyright infringement; and violation of State or Federal law including any penalty of any kind lawfully DIR-CP0-TMP-578 Page 17 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 assessed as a result ❑f such violation (excluding a Data Breach, as defined in Section 10.1.1.13). O. Appendix A, Section 10.15, Required Insurance Coverage, is hereby deleted and replaced in its entirety as follows: A. As a condition of the Contract, Successful Respondent shall provide certificates of insurance as evidence that it is maintaining the required insurance within five (5) business days of execution of the Contract if Successful Respondent is awarded services which require that Successful Respondent's employees perform work at any Customer premises or use vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, Successful Respondent shall, at its ❑wn expense, secure and maintain the insurance coverage specified herein, and shall provide certificates of insurance as evidence that it is maintaining the required insurance to such Customer within five (5) business days following the execution ❑f the Purchase Order. Successful Respondent may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided t❑ DI R and the Customer. If Successful Respondent's services under the Contract will not require Successful Respondent t❑ perform work ❑n Customer premises, ❑r to use vehicles (whether owned or otherwise) to conduct work on behalf of Customers, Successful Respondent may certify to the foregoing facts, and agree to provide notice and the required insurance if the foregoing facts change. The certification and agreement must be provided by executing the Certification of Off -Premise Customer Services in the form provided by DIR, which shall serve to meet the insurance requirements. B. All required insurance must be issued by companies that have an A rating and a minimum Financial Size Category Class of VII from AM Best, and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be included as additional insureds on the required commercial general liability and business automobile liability coverage for liabilities that fall within Successful Respondent's contractual and indemnity obligations pursuant to this Contract. Required coverage must remain in effect DIR-CP0-TMP-578 Page 18 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 through the term of the Contract and each Purchase Order issued to Successful Respondent thereunder. The insurance requirements are as follows: P. Appendix A, Section 10.15.1, Commercial General Liability, is hereby deleted and replaced in its entirety as follows: Commercial General Liability must include $1,000,000.00 per occurrence for Bodily Injury and Property Damage with a separate aggregate limit of $2,000,000.00; Personal Injury and Advertising Liability of $1,000,000.00; Products/Completed Operations aggregate Limit of $2,000,000.00 and Damage to Premises Rented: $50,000.00. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: A. Blanket contractual liability coverage for liability assumed under the Contract; B. Independent Contractor coverage; C. State of Texas, DIR, and Customer included as an additional insured but only to the extent of liabilities falling within Successful Respondent's contractual and indemnity obligations pursuant to this Contract; and D. Waiver of Subrogation, but only to the extent of liabilities falling within Successful Respondent's contractual and indemnity obligations pursuant to this Contract. Q. Appendix A, Section 10.15.3, Business Automobile Liability Insurance. is hereby deleted and replaced in its entirety as follows: Business Automobile Liability Insurance must cover all owned, non -owned, and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: A. Waiver of subrogation, but only to the extent of liabilities falling within Successful Respondent's contractual and indemnity obligations pursuant to this Contract; DIR-CP0-TMP-578 Page 19 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 B. Additional insured, but only to the extent of liabilities falling within Successful Respondent's contractual and indemnity obligations pursuant to this Contract. R. Appendix A, Section 11.2.1.1, Termination for Non -Appropriation by Customer, is hereby deleted and replaced in its entirety as follows: Customers may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non -appropriation, Successful Respondent and/or Order Fulfiller will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Successful Respondent offers. In the event of such termination, Customer will not be in default or breach under the Purchase Order or the Contract, nor shall it be liable for any further payments ordinarily due under the Contract (except for products or services accepted before termination, for which return provisions are provided, which Customer fails to return), nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. S. Appendix A, Section 11.2.3, Termination for Convenience, is hereby deleted and replaced in its entirety as follows: ❑IR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days` written notice. A Customer may terminate a Purchase Order by giving the other party thirty (30) calendar days` written notice. Notwithstanding the foregoing, if a Customer issued a Purchase Order and accepted delivery of the ordered products or services, the Customer is obligated DIR-CP0-TMP-578 Page 20 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 to pay for or return and discontinue using the product or services in accordance with the payment and return provisions contained in this Contract. T. Appendix A, Section 11.2.4.2, Purchase order, is hereby deleted and replaced in its entirety as follows: Customer or Successful Respondent may terminate a Purchase Order or other contractual document or relationship upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (H) included in the Purchase Order or other contractual document or relationship, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non- defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non -defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. Customer may immediately suspend or terminate a Purchase Order without advance notice in the event Successful Respondent fails to comply with applicable laws or regulations, if such non-compliance relates to vendor provision of goods or services to the Customer. U. Appendix A, Section 11.3, Force Majeure, is hereby deleted and replaced in its entirety as follows: DIR, Customer, Order Fulfiller or Successful Respondent may be excused from performance under the Contract or a Purchase Order for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order (each such event, an "Event of Force Majeure"), provided that the party experiencing such Event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration or impact of the Event of Force Majeure. The party suffering an Event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to DIR-CP0-TMP-578 Page 21 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 this Section, such non-performance shall not be deemed a default ❑r a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by such Customer that Successful Respondent will not be able to deliver services in a timely manner to meet the business needs ❑f such Customer. V. Appendix A, Section 13, Warranty, is hereby deleted and replaced in its entirety as follows: 13 [Reserved] DIR-CP0-TMP-578 Page 22 of 23 Version 1.0 Rev.3/21/23 DIR Contract No. DIR-CPO-5347 CISCO SYSTEMS, INC. — 77-0059951 This Contract is executed t❑ be effective as ❑f the date of last signature. CISCO SYSTEMS, INC. Authorized By: Signature ❑n File Name: Jenn Baenziqer Title: Authorized 5ignatory Date: 12/20/2024 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature ❑n File Name: Lisa Massock Title: Chief Procurement Officer Date: 1/7/2025 Office of General Counsel: Signature ❑n Fife Date: 1/7/2025 DIR-CP0-TMP-578 Page 23 of 23 Version 1.0 Rev.3/21/23 Exhibit B DIR-CPO-5347 Appendix C Pricing Index (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 7 of 8 Appendix C Pricing Index CISCO SYSTEMS, INC. DIR-CPO-5347 Cisco Core & Compute Products including but not limited to, Networking, Wireless and Mobility, Security, Cisc❑ Core and Compute Collaboration, Data Center, Analytics, Video, IoT, 36% Meraki, etc. on Cisco's then -current U.S. Global Pricelist under the Core & Compute Categories. Cisco Market Products including but not limited to, Cloud Analytics, Cloud Applications and Services, Cisc❑ Market Automated Infrastructure, Cloud Security, 10% Collaboration Tools, etc. on Cisco's then -current U.S. Global Pricelist under the Market Category. Cisco Net Products including but not limited to, Cisco Net custom, limited or restricted offers on Cisco's then- 0% current U.S. Global Pricelist under the Net Category. DIR-CPO-5347 Page 1 of 4 Brand Cisco C isc❑ Cisco C isc❑ C isc❑ Category Service Description Smart Net Total Care for Government with 1 year term: Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) Smart Net Total Care for Government with 3 year term: Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) Smart Net Total Care for Government with 5 year term: Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) Smart Net Total Care for Education with 1 year term: Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) Smart Net Total Care for Education with 3 year term: Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) Smart Net Total Care for Education with 5 year term: Cisco Networking Services: Technical support and flexible hardware coverage Smart Net Services provided by the Cisco Technical Assistance Center (TAC) DIR Discount % off MSRP 10% 17% 21% 25% 28% 30% DIR-CPO-5347 Page 2 of 4 Other Cisco Technical and Maintenance Services: Networking Services: All other maintenance support offers not under Smart Cisco Value -add Services Net Total Care Service, including Support Services for on -premise Software Cisco Services (formerly known as Advanced Services): Services includes, but not limited to, Survey/Design, Networking Services: Implementation, Optimization, Remote, Managed, Cisc❑ Value -add Services Technical, Advisory, Network Architectural Design, Statements of Work (SOWS), Combined Services, and other Professional or Consulting Services Cisco Reseller/Partner Services (Limited): Networking Services: Limited Partner Services, subject to Cisco's written Cisco Value -add Services approval, that enable the implementation and/or technical support of Cisco Offers/Solutions Networking Services: Training: Cisc❑ Value -add Services Various Training Courses Available Related to Cisco Offers/Solutions Networking Services: Support: Cisco Value -add Services See above under Smart Net Total Care Service & Other Technical and Maintenance Services Cisco Services: Maintenance Services — Onsite & Remote Not to Cisco Value -add Services Exceed Hourly Cisco Services: Deployment Services — Onsite & Remote Not to Exceed Cisco Value -add Services Hourly Cisco Services: Advisory Services — Onsite & Remote Not to Exceed C 15C❑ Value -add Services Hourly 10% 0% 0% 0% 10% 0% 0% 0% DIR-CPO-5347 Page 3 of 4 C isc❑ C isc❑ Cisco Cisco C isc❑ Cisco Services: Value -add Services Cisco Services: Value -add Services Cisco Services: Value -add Services Partner Services: Value -add Services Partner Services: Value -add Services Architectural Design Services — Onsite & Remote Not to Exceed Hourly Statement of Work Services — Onsite & Remote Not to Exceed Hourly Training Deployment Services — Onsite & Remote Not to Exceed Hourly Partner Services - Onsite Partner Services - Remote 0% 0% 0% 0% 0% DIR-CPO-5347 Page 4 of 4 Exhibit C Conflict of Interest Questionnaire (ATTACHED) Non -Exclusive Cooperative Purchase Agreement Page 8 of 8 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ 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. J Name of vendor who has a business relationship with local governmental entity. Presidio Networked Solutions Group, LLC 21 ❑ 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.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer J 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 CIO 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? N/A Yes r N/A 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? N/A Yes N/A No 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). J/ Erik Hayko (Apr 30, 2025 09:15 CDT) 4/30/25 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.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 a connection 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)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (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 government 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 § 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), excluding 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 governmental 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 1/1/2021 5/8/25, 2:50 PM M&C Review Official site of the City of Fort Worth, Texas ACITY COUNCIL AGEND FOR`H Create New From This M&C REFERENCE **M&C 25- 04FY2025 IT DATE: 5/13/2025 NO.: 0390 LOG NAME: INFRASTRUCTURE MULTI COOP CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Non -Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using the Interlocal Purchasing System for a Combined Annual Amount Up to $3,200,000.00 for Identified Vendors and Authorize Renewal Options; Authorize Execution of Non -Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using Multiple Texas Department of Information Resources Cooperative Contracts for a Combined Annual Amount Up to $5,300,000.00 for Identified Vendors and Authorize Renewal Options for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using The Interlocal Purchasing System Cooperative Contract No. TIPS 230105 with ePlus Technology, Inc., Netsync Network Solutions, Inc., and World Wide Technology, LLC, for a combined annual amount up to $3,200,000.00 and authorize four one-year renewal options in the same annual amount; 2. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5347 with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $4,200,000.00 and authorize four one-year renewal options in the same annual amount; and 3. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-TSO-4288 and its successor contract with ePlus Technology, Inc., Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $1,100,000.00 and authorize four one-year renewal options in the same annual amount. DISCUSSION: The Information Technology Solutions Department (IT Solutions) has historically utilized non-exclusive cooperative purchasing agreements to support the City's information technology (IT) infrastructure. IT infrastructure includes equipment, software, and services that support the City's servers, data storage, virtual desktop environment, network and telephone systems. Additionally, these agreements support necessary refresh of equipment that has reached the end of Iifecycle and new projects for all City departments. On September 15, 2020, City Council approved Mayor & Council Communication (M&C) 20-0650 authorizing the execution of twenty-five (25) non-exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and support projects such as safety and security, new building projects, building upgrades, building renovations and building expansion. Approval of M&C 20-0650 eliminated prior spending authority authorized under M&C's P-12248, 19-0123 and 19-0270. On September 28, 2021, City Council approved M&C 21-0753 authorizing the execution of fifteen (15) non- exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and apps.cfwnet.org/council_packet/mc_review.asp? I D=33253&cou ncildate=5/13/2025 1 /3 5/8/25, 2:50 PM M&C Review upgrades necessary for New City Hall and renovations to the Fort Worth Convention Center. Approval of this M&C eliminated prior spending authority authorized under M&C 20-0650. On February 14, 2023, City Council approved M&C 23-0061 authorizing the execution of seventeen (17) non-exclusive cooperative purchase agreements to request additional spending authority necessary to support continued purchasing of IT infrastructure to support larger projects, Infrastructure refresh, New City Hall, planned American Rescue Plan Act spending, and ongoing City growth. Approval of this M&C eliminated prior spending authority authorized under M&C 21-0753. Upon Mayor and Council approval of this M&C, the IT Solutions Department will utilize these agreements to purchase IT infrastructure needed to support the City's day-to-day business activities. The IT infrastructure contracts also support planned ITS Capital Projects, including the Fiscal Year (FY) 25 Network Refresh project (City Project No. 106018) which is budgeted for $3,600,000.00 and is scheduled to be purchased in the third quarter of FY25. Over the last four (4) fiscal years, funding from ITS Capital Projects has used a significant amount of previously approved contract authority. Fiscal Year 12021 12022 12023 12024 12025 (Q1 ITS Capital Project Contract Spend $725,411.63 $1,646,482.04 $2,059,176.76 $4,675,873.51 & Q2) $1,497,988.06 Total Contract Spend $2,565,368.37 $4,100,900.38 $6,800,823.52 $6,612,064.62 $5,798,008.59 Upon approval, non-exclusive cooperative purchase agreements will be executed utilizing the following cooperative contracts: Cooperative Agency Cooperative Reference Expiration Date Annual Amount IThe Interlocal Purchasing System TIPS 230105 5/31/2028 $3,200,000.00 Texas Department of Information Resources DIR-TSO-4288 5/22/2025 $1,100,000.00 Texas Department of Information Resources DIR-CPO-5347 1/7/2030 $4,200,000.00 The maximum combined annual amount allowed under the TIPS 230105 Cooperative Agreements with ePlus, Netsync, and WWT will be $3,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-CPO-5347 Cooperative Agreements with Netsync, Presidio, and WWT will be $4,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-TSO-4288 Cooperative Agreements with ePlus, Netsync, Presidio, and WWT will be $1,100,000.00; however, the actual amount used will be based on needs of the department and available funding. Funding is available for the agreements within the Info Technology Systems Fund in the amount of $3,500,000.00 and the remaining funding will be available upon adoption of the FY26 Operating budget. Other departments will provide separate funding when making a request for the purchase of IT Infrastructure. A funds availability verification will be performed by the participating department prior to the request. Approval of this M&C will not eliminate prior spending approval authorized under M&C 23-0061. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use these cooperative agreements to make purchases authorized by this M&C. In the event a cooperative agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 2/3 5/8/25, 2:50 PM M&C Review If the cooperative agreements are extended, this M&C authorized the City to purchase similar products under the extended contract. In the event a cooperative agreement is not extended, but vendor and cooperative purchasing agency execute new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreements past 2030 without seeking Council approval. BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, these agreements will be executed upon signature by the Assistant City Manager and expire in accordance with the underlying cooperative agreements. RENEWAL TERMS: The agreements may be renewed for four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds were and will be available in the current operating budget, as previously appropriated, in the Info Technology Systems Fund, and upon adoption of the Fiscal Year 2026 Budget by the City Council funds will be available in the Fiscal Year 2026 Operating Budget, as appropriated in the Info Technology Systems Fund and the General Fund. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department I Account Project ID ID FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget Reference # , Year (Chartfield 2) Dianna Giordano (7783) Kevin Gunn (2015) Sallie Trotter (8442) ePlus Form 1295 Certificate 2025-1298072.pdf (CFW Internal) FID Table - FY2025 IT Infrastructure.xlsx (CFW Internal) Fund Availabilitv for FY2025 IT Infrastructure.pdf (CFW Internal) Netsvnc Form 1295 Certificate 2025-1297756.pdf (CFW Internal) Presidio Form 1295 Certificate 2025-1297055.pdf (CFW Internal) World Wide Form 1295 Certificate 2025-1297078.pdf (CFW Internal) Amount apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 3/3