HomeMy WebLinkAboutContract 63292CSC No. 63292
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between is made
between the City of Fort Worth ("City,") a home rule municipality in the State of Texas,
and Carahsoft Technology Corporation ("Vendor,") a Maryland Corporation. City and
Vendor are each individually referred to herein as a "parry" and collectively referred to as the
"parties."
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 — The Interlocal Purchasing System (TIPS) Contract No. 220105;
3. Exhibit B — Carahsoft Quote No. 53160166; 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 Initial
Term by City shall not exceed Three Hundred Eight Thousand Four Hundred Twenty Dollars
($308,420.00) with pricing in accordance with Exhibit B. 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 first term of this Agreement shall commence upon the date signed by the Assistant
City Manager below ("Effective Date") and shall expire no later than May 31, 2026 ("Expiration
Date,") unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed automatically for one (1) one-year
renewal term (the "Automatic Renewal Term"), which shall begin on June 1, 2026, and expire on
May 31, 2027. The Parties agree that this Agreement may be renewed after the Automatic Renewal
Term for four (4) additional one-year renewal periods, each a "Renewal Term" by mutual
agreement of the Parties. Annual increase in costs for each Renewal Term shall not exceed three
percent of the previous year's annual contract value. The City shall provide Vendor with written
notice of its intent to renew the Agreement for the Renewal Terms at least thirty (30) days prior to
the end of each term. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Agreement Pagel of 5
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: To VENDOR:
City of Fort Worth Carahsoft Technology Corporation
Attn: Dianna Giordano, Assistant City Attn: Legal Department
Manager 11493 Sunset Hills Road
100 Fort Worth Trail Suite 100
Fort Worth, TX 76102 Reston, VA 20190
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
Cooperative Purchase Agreement Page 2 of 5
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. Vendor shall refund the City the
amount for the services and goods described in the Scope of Services through the end of the
term, beginning on the termination date of the Agreement and the end of the term. , 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. Subject to the terms and conditions of the Agreement more fully described
in Exhibit A, 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
Cooperative Purchase Agreement Page 3 of 5
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 Energv 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]
Cooperative Purchase Agreement Page 4 of 5
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:
By: Dianna Giordano ay�508:38 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 05/19/2025
Carahsoft Technology Corporation
By: ��� .L-a-W4!�y
Name: Natalie LeMay (/
Title: State and Local Contracts Manager
Date: 05/07/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By. Sarah 14,202514:08 CDT)
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
Al lie vier Ai4e;-1, //
By: M. Kevin Anders, II (May 14, 202514:20 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: 25-0393
Approval Date: 5/13/2025
Form 1295: 2025-1285372
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: Steven Steven Van�202513'18CDTI
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
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By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
The Interlocal Purchasing System (TIPS) Contract No. 220105
(ATTACHED)
TIPS VENDOR AGREEMENT
Between Carahsoft Technology Corporation and
(Company Name)
THE INTERLOCAL PURCHASING SYSTEM (TIPS),
a Department of Texas Education Service Center Region 8 for
TIPS RFP 220105 Technology Solutions, Products and Services
General Information
The Vendor Agreement ("Agreement") made and entered into by and between The Interlocal Purchasing
System (hereinafter "TIPS") a government cooperative purchasing program authorized by the Region 8
Education Service Center, having its principal place of business at 4845 US Hwy 271 North, Pittsburg, Texas
75686 and the TIPS Vendor. This Agreement 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 shall control unless otherwise agreed by the
parties in writing and by signature and date on the attachment.
A Purchase Order ("PO"), Agreement or Contract is the TIPS Member's approval providing the authority to
proceed with the negotiated delivery order under the Agreement. Special terms and conditions as agreed
between the Vendor and TIPS Member should be added as addendums to the Purchase Order, Agreement
or Contract. Items such as certificate of insurance, bonding requirements, small or disadvantaged business
goals are some, but not all, of the possible addendums.
Terms and Conditions
Freight
All quotes to Members shall provide a line item for cost for freight or shipping regardless if there is a charge
or not. If no charge for freight or shipping, indicate by stating "No Charge", "$0", "included in price" or other
similar indication. Otherwise, all shipping, freight or delivery changes shall be passed through to the TIPS
Member at cost with no markup and said charges shall be agreed by the TIPS Member unless alternative
shipping terms are agreed by TIPS as a result of the proposal award.
Warranty Conditions
All new supplies equipment and services shall include manufacturer's minimum standard warranty unless
otherwise agreed to in writing. Vendor shall be legally permitted to sell all products offered for sale to TIPS
Members if the offering is included in the Request for Proposal ("RFP") category. All goods proposed and
sold shall be new unless clearly stated in writing.
Customer Support
The Vendor shall provide timely and accurate customer support for orders to TIPS Members as agreed by
the Parties. Vendors shall respond to such requests within a commercially reasonable time after receipt of
the request. If support and/or training is a line item sold or packaged with a sale, support shall be as agreed
with the TIPS Member.
TIPS Vendor Agreement 06022020_sr Page 1
Agreements
Agreements for purchase will normally be put into effect by means of a contract, agreement, or purchase
order(s) executed by authorized agents of the TIPS Member participating government entities, but other
means of placing an order may be used at the Member's discretion. Vendor accepts and understands that
when a purchase order or similar purchase document is sent from a customer through TIPS to the Vendor,
TIPS is recording the purchase and verifving whether the purchase is within the parameters of the TIPS
Contract only. Vendor agrees that TIPS is not a legal partv to the purchase order or similar purchase
document and TIPS is not responsible for identifying fraud, mistakes, or misrepresentations for the specific
order. Vendor agrees that anv purchase order or similar purchase document issued from a customer to
Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor
only. A Vendor that accepts a purchase order or similar purchase document and fulfills an order, even when
processed through TIPS, is representing that the vendor has carefully reviewed the purchase order or similar
purchase document for legality, authenticity, and accuracv.
Tax exempt status
Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s)
of the TIPS Member shall apply.
Assignments of Agreements
No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of
TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the
awarded Vendor, Vendor designated reseller or vendor assigned company.
Disclosures
• Vendor and TIPS affirm that he/she, or any authorized employees or agents, has not given, offered to
give, nor intends to give at any time hereafter any economic opportunity, future employment, gift,
loan, gratuity, special discount, trip, favor or service to a public servant in connection with this
Agreement.
• Vendor shall attach, in writing, a complete description of any and all relationships that might be
considered a conflict of interest in doing business with the TIPS program.
• The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at
independently, and is submitted without collusion with anyone to obtain information or gain any
favoritism that would in any way limit competition or give an unfair advantage over other vendors in
the award of this Agreement.
Term of Agreement and Renewals
The Agreement with TIPS is for approximately five (5) years with an option for renewal for an additional one (1)
consecutive year. If TIPS offers the renewal extension year, the Vendor will be notified by email to the primary
contact of the awarded Vendor and shall be deemed accepted by the Vendor unless the awarded Vendor notifies
TIPS of its objection to the additional term. TIPS may or may not exercise the available extension(s) provided in
the original solicitation beyond the base five-year term. Whether or not to offer the extension is at the sole
discretion of TIPS.
"Start Date" for Term Calculation Purposes Only: Regardless of actual award/effective date of Contract, for
Agreement "term" calculation purposes only, the Agreement "start date" is the last day of the month that
TIPS Vendor Agreement 06022020_sr Page 2
Award Notifications are anticipated as published in the Solicitation.
Example: If the anticipated award date published in the Solicitation is May 22, 2020 but extended negotiations
delay award until June 27, 2020 the end date of the resulting initial "five-year" term Agreement, (which is
subject to an extension(s)) will still be May 31, 2025 in this example.
"Termination Date": The scheduled Agreement "termination date" shall be the last day of the month of the
month of the Original Solicitation's Anticipated Award Date plus five years.
Example: If the original term is approximately five years, and the solicitation provides an anticipated award
date of May 22, 2020, the expiration date of the original five-year term shall be May 31, 2025 in this example.
Extensions: Any extensions of the original term shall begin on the next day after the day the original term
expires.
Example Following the Previous Example: If TIPS offers a one-year extension, the expiration of the extended
term shall be May 31, 2026 in this example.
TIPS may offer to extend Vendor Agreements to the fullest extent the original Solicitation permits.
TIPS reserves the right to solicit proposals at any time it is in the best interest of TIPS and/or its members.
Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the
Solicitation and with the Vendor Named in this Agreement.
No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement
that results from the solicitation award named in this Agreement, may incorporate an automatic renewal
clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms
incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when
the vendor receives written confirmation by purchase order, executed Agreement or other written
instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS
Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS
Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term
is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic
renewal clause that conflicts with these terms is rendered void and unenforceable.
Shipments
The Vendor shall ship, deliver or provide ordered products or services within a commercially reasonable time
after the receipt of the order from the TIPS Member. If a delay in said delivery is anticipated, the Vendor
shall notify TIPS Member as to why delivery is delayed and shall provide an estimated time for completion
of the order. TIPS or the requesting entity may cancel the order if estimated delivery time is not acceptable
or not as agreed by the parties.
Invoices
Each invoice or pay request shall include the TIPS Member's purchase order number or other identifying
designation as provided in the order by the TIPS Member. If applicable, the shipment tracking number or
pertinent information for verification of TIPS Member receipt shall be made available upon request.
Payments
TIPS Vendor Agreement 06022020_sr Page 3
The TIPS Member will make payments directly to the Vendor, the Vendor Assigned Dealer or as agreed by
the Vendor and the TIPS Member after receiving invoice and in compliance with applicable payment
statute(s), whichever is the greater time or as otherwise provided by an agreement of the parties.
Pricing
Price increases will be honored according to the terms of the solicitation. All pricing submitted to TIPS shall
include the participation fee, as provided in the solicitation, to be remitted to TIPS by the Vendor. Vendor
will not show adding the fee to the invoice presented to TIPS Member customer.
Participation Fees and Reporting of Sales to TIPS by Vendor
The Participation Fee that was published as part of the Solicitation and the fee published is the legally effective
fee, along with any fee conditions stated in the Solicitation. Collection of the fees by TIPS is required under
Texas Government Code §791.011 Et seq. Fees are due on all TIPS purchases reported by either Vendor or
Member. Fees are due to TIPS upon payment by the Member to the Vendor, Reseller or Vendor Assigned
Dealer. Vendor, Reseller or Vendor Assigned Dealer agrees that the participation fee is due to TIPS for all
Agreement sales immediately upon receipt of payment including partial payment, from the Member Entity
and must be paid to TIPS at least on a monthly basis, specifically within 31 calendar days of receipt of payment,
if not more frequently, or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS.
Thus, when an awarded Vendor, Reseller or Vendor Assigned Dealer receives any amount of payment, even
partial payment, for a TIPS sale, the legally effective fee for that amount is immediately due to TIPS from the
Vendor and fees due to TIPS should be paid at least on a monthly basis, specifically within 31 calendar days of
receipt of payment, if not more frequently.
Reporting of Sales to TIPS by Vendor
Vendor is required to report all sales under the TIPS contract to TIPS. When a public entity initiates a purchase
with a TIPS Awarded Vendor, if the Member inquires verbally or in writing whether the Vendor holds a TIPS
Contract, it is the duty of the Vendor to verify whether or not the Member is seeking a TIPS purchase. Once
verified, the Vendor must include the TIPS Contract number on any communications and related sales
documents exchanged with the TIPS Member entity. To report sales, the Vendor must login to the TIPS Vendor
Portal online at https://www.tir)s-usa.com/vendors form.cfm and click on the PO's and Payments tab. Pages
3-7 of the Vendor Portal User Guide will walk you through the process of reporting sales to TIPS. Please refer
to the TIPS Accounting FWs for more information about reporting sales and if you have further questions,
contact the Accounting Team at accounting@tips-usa.com. The Vendor or vendor assigned dealers are
responsible for keeping record of all sales that go through the TIPS Agreement and submitting same to TIPS.
Failure to render the participation fee to TIPS shall constitute a breach of this agreement with our parent
governmental entity, Texas Education Service Center Region 8, as established by the Texas legislature and shall
be grounds for termination of this agreement and any other agreement held with TIPS and possible legal
action. Any overpayment of participation fees to TIPS by a Vendor will be refunded to the Vendor within ninety
(90) days of receipt of notification if TIPS receives written notification of the overpayment not later than the
expiration of six (6) months from the date of overpayment and TIPS determines that the amount was not
legally due to TIPS pursuant to this agreement and applicable law. It is the Vendor's responsibility to identify
which sales are TIPS Agreement sales and pay the correct participation fee due for TIPS Agreement sales. Any
notification of overpayment received by TIPS after the expiration of six (6) months from the date of
overpayment will be non-refundable. Region 8 ESC and TIPS reserve the right to extend the six (6) month
deadline to notify if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to
collect the fees due. Please contact TIPS at tips@tips-usa.com or call (866) 839-8477 if you have questions
about paying fees.
TIPS Vendor Agreement 06022020_sr Page 4
Indemnity
The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees
from and against all claims and suits by third parties for damages, injuries to persons (including death),
property damages, losses, and expenses including court costs and reasonable attorney's fees, arising out of,
or resulting from, Vendor's performance under this Agreement, including all such causes of action based
upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent
or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or
invitees. Parties found liable shall pay their proportionate share of damages as agreed by the parties or as
ordered by a court of competent jurisdiction over the case. NO LIMITATION OF LIABILITY FOR DAMAGES
FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED BY TIPS/ESC REGION 8. Per
Texas Education Code §44.032(f), and pursuant to its requirements only, reasonable Attorney's fees are
recoverable by the prevailing party in any dispute resulting in litigation.
State of Texas Franchise Tax
By signature hereon, the Vendor hereby certifies that he/she is not currently delinquent in the payment of
any franchise taxes owed the State of Texas under Chapter 171, Tax Code.
Miscellaneous
The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion
and that any Vendor may be removed from the participation in the Program at any time with or without
cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be
construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the
right to request additional proposals for items or services already on Agreement at any time.
Purchase Order Pricing/Product Deviation
If a deviation of pricing/product on a Purchase Order or contract modification occurs between the Vendor
and the TIPS Member, TIPS must be notified within five (5) business days of receipt of change order.
Termination for Convenience of TIPS Agreement Only
TIPS reserves the right to terminate this agreement for cause or no cause for convenience with a thirty (30)
days prior written notice. Termination for convenience is conditionally required under Federal Regulations 2
CFR part 200 if the customer is using federal funds for the procurement. All purchase orders presented to
the Vendor, but not fulfilled by the Vendor, by a TIPS Member prior to the actual termination of this
agreement shall be honored at the option of the TIPS Member. The awarded Vendor may terminate the
agreement with ninety (90) days prior written notice to TIPS 4845 US Hwy North, Pittsburg, Texas 75686.
The vendor will be paid for goods and services delivered prior to the termination provided that the goods
and services were delivered in accordance with the terms and conditions of the terminated agreement.
This termination clause does not affect the sales agreements executed by the Vendor and the TIPS Member
customer pursuant to this agreement. TIPS Members may negotiate a termination for convenience clause
that meets the needs of the transaction based on applicable factors, such as funding sources or other
needs.
TIPS Member Purchasing Procedures
Usually, purchase orders or their equal are issued by participating TIPS Member to the awarded vendor and
should indicate on the order that the purchase is per the applicable TIPS Agreement Number. Orders are
typically emailed to TIPS at tipspo@tips-usa.com.
• Awarded Vendor delivers goods/services directly to the participating member.
• Awarded Vendor invoices the participating TIPS Member directly.
TIPS Vendor Agreement 06022020_sr Page 5
• Awarded Vendor receives payment directly from the participating member.
• Fees are due to TIPS upon payment by the Member to the Vendor. Vendor agrees to pay the
participation fee to TIPS for all Agreement sales upon receipt of payment including partial payment, from
the Member Entity or as otherwise agreed by TIPS in writing and signed by an authorized signatory of TIPS.
Licenses
Awarded Vendor shall maintain, in current status, all federal, state and local licenses, bonds and permits
required for the operation of the business conducted by awarded Vendor. Awarded Vendor shall remain
reasonably fully informed of and in compliance with all ordinances and regulations pertaining to the lawful
provision of goods or services under the Agreement. TIPS and TIPS Members reserves the right to stop work
and/or cancel an order or terminate this or any other sales Agreement of any awarded Vendor whose license(s)
required for performance under this Agreement have expired, lapsed, are suspended or terminated subject
to a 30-day cure period unless prohibited by applicable statue or regulation.
Novation
If awarded Vendor sells or transfers all assets, rights or the entire portion of the assets or rights required to
perform this Agreement, a successor in interest must guarantee to perform all obligations under this
Agreement. A simple change of name agreement will not change the Agreement obligations of awarded
vendor. TIPS will consider Contract Assignments on a case by case basis. TIPS must be notified within five
(S) business days of the transfer of assets or rights.
Site Requirements (only when applicable to service or job)
Cleanup: When performing work on site at a TIPS Member's property, awarded Vendor shall clean up and
remove all debris and rubbish resulting from their work as required or directed by TIPS Member or as
agreed by the parties. Upon completion of work, the premises shall be left in good repair and an orderly,
neat, clean and unobstructed condition.
Preparation: Awarded Vendor shall not begin a project for which TIPS Member has not prepared the site,
unless awarded Vendor does the preparation work at no cost, or until TIPS Member 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.
Registered sex offender restrictions: For work to be performed at schools, awarded Vendor agrees that
no employee of a subcontractor who has been adjudicated to be a registered sex offender will perform
work at any time when students are, or reasonably expected to be, present unless otherwise agreed by
the TIPS Member. Awarded Vendor agrees that a violation of this condition shall be considered a material
breach and may result in the cancellation of the purchase order at the TIPS Member's discretion. Awarded
Vendor 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. Safety measures: Awarded
Vendor 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. Awarded Vendor
shall post warning signs against all hazards created by the operation and work in progress. Proper
precautions shall be taken pursuant to state law and standard practices to protect workers, general public
and existing structures from injury or damage.
Safety Measures
Awarded Vendor 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. Awarded
vendor shall post warning signs against all hazards created by the operation and work in progress. Proper
precautions shall be taken pursuant to state law and standard practices to protect workers, general public
TIPS Vendor Agreement 06022020_sr Page 6
and existing structures from injury or damage.
Smoking
Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes or
policies.
Marketing
Awarded Vendor agrees to allow TIPS to use their name and logo within TIPS website, marketing materials
and advertisement subject to any reasonable restrictions provided to TIPS in the Proposal to the
Solicitation. The Vendor may submit an acceptable use directive for Vendor's names and logos with which
TIPS agrees to comply. Any use of TIPS name and logo or any form of publicity, inclusive of press release,
regarding this Agreement by awarded vendor must have prior approval from TIPS which will not be
unreasonably withheld. Request may be made by email to TIPS@TIPS-USA.COM.
Supplemental Agreements
The TIPS Member entity participating in the TIPS Agreement and awarded Vendor may enter into a separate
Supplemental Agreement or contract to further define the level of service requirements over and above
the minimum defined in this Agreement such as but not limited to, invoice requirements, ordering
requirements, specialized delivery, etc. Any Supplemental Agreement or contract developed as a result of
this Agreement is exclusively between the TIPS Member entity customer and the Vendor. TIPS, its agents,
TIPS Members and employees not a party to the Supplemental Agreement with the TIPS Member customer,
shall not be made party to any claim for breach of such agreement unless named and agreed by the Party
in question in writing in the agreement. If a Vendor submitting a Proposal requires TIPS and/or TIPS
Member to sign an additional agreement, those agreements shall comply with the award made by TIPS to
the Vendor. Supplemental Vendor's Agreement documents may not become part of TIPS' Agreement with
Vendor unless and until an authorized representative of TIPS reviews and approves it. TIPS review and
approval may be at any time during the life of this Vendor Agreement. TIPS permits TIPS Members to
negotiate additional terms and conditions with the Vendor for the provision of goods or services under the
Vendor's TIPS Agreement so long as they do not materially conflict with this Agreement.
Survival Clause
All applicable sales, leases, Supplemental Agreements, contracts, software license agreements, warranties or
service agreements that were entered into between Vendor and TIPS or the TIPS Member Customer under
the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement. All
Orders, Purchase Orders issued or contracts executed by TIPS or a TIPS Member and accepted by the Vendor
prior to the expiration or termination of this agreement, shall survive expiration or termination of the
Agreement, subject to previously agreed terms and conditions agreed by the parties or as otherwise
specified herein relating to termination of this agreement.
Legal obligations
It is the responding Vendor's responsibility to be aware of and comply with all local, state and federal laws
governing the sale of products/services identified in the applicable Solicitation that resulted in this Vendor
Agreement and any awarded Agreement thereof. Applicable laws and regulations must be followed even if
not specifically identified herein.
Audit rights
Due to transparency statutes and public accountability requirements of TIPS and TIPS Members', the
awarded Vendor shall, at their sole expense, maintain appropriate due diligence of all purchases made by
TIPS Vendor Agreement 06022020_sr Page 7
TIPS Member that utilizes this Agreement. TIPS and Region 8 ESC each reserve the right to audit the
accounting of TIPS related purchases 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. In order to ensure and confirm compliance with this agreement, TIPS shall have
authority to conduct audits of Awarded Vendor's pricing or TIPS transaction documentation with TIPS
Members with 30 days' notice unless the audit is ordered by a Court Order or by a Government Agency with
authority to do so without notice. Notwithstanding the foregoing, in the event that TIPS is made aware of
any pricing being offered to eligible entities that is materially inconsistent with the pricing under this
agreement, TIPS shall have the ability to conduct the audit internally or may engage a third- party auditing
firm to investigate any possible non- compliant conduct or may terminate the Agreement according to the
terms of this Agreement. In the event of an audit, the requested materials shall be reasonably provided in
the time, format and at the location acceptable to Region 8 ESC or TIPS. TIPS agrees not to perform a random
audit the TIPS transaction documentation more than once per calendar year, but reserves the right to audit
forjust cause or as required by any governmental agency or court with regulatory authority over TIPS or the
TIPS Member.
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.
Choice of Law
The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting
from this procurement process, however described, shall be governed by, construed and enforced in
accordance with the laws of the State of Texas, regardless of any conflict of laws principles.
Venue, Jurisdiction and Service of Process
Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting
from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County,
Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such
proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees
that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees
not to bring any proceeding arising out of or relating to this procurement process or any contract resulting
from or any contemplated transaction in any other court. The parties agree that either or both of them may
file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely
bargained for agreement between the parties irrevocably to waive any objections to venue or to
convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be
served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation,
between TIPS and the Vendor shall be located in Camp or Titus County, Texas.
Project Delivery Order Procedures
The TIPS Member having approved and signed an interlocal agreement, or other TIPS Membership
document, may make a request of the awarded Vendor under this Agreement when the TIPS Memberdesires
goods or services awarded to the Vendor. Notification may occur via phone, the web, courier, email, fax, or
TIPS Vendor Agreement 06022020_sr Page 8
in person. Upon notification of a pending request, the awarded Vendor shall acknowledge the TIPS
Member's request as soon as possible, but must make contact with the TIPS Member within two working
days.
Status of TIPS Members as Related to This Agreement
TIPS Members stand in the place of TIPS as related to this agreement and have the same access to the
proposal information and all related documents. TIPS Members have all the same rights under the awarded
Agreement as TIPS.
Vendor's Resellers as Related to This Agreement
Vendor's Named Resellers ("Resellers") under this Agreement shall comply with all terms and conditions of
this agreement and all addenda or incorporated documents. All actions related to sales by Authorized
Vendor's Resellers under this Agreement are the responsibility of the awarded Vendor. If Resellers fail to
report sales to TIPS under your Agreement, the awarded Vendor is responsible for their contractual failures
and shall be billed for the fees. The awarded Vendor may then recover the fees from their named reseller.
Support Requirements
If there is a dispute between the awarded Vendor and TIPS Member, TIPS or its representatives may, at TIPS
sole discretion, assist in conflict resolution if requested by either party. TIPS, or its representatives, reserves
the right to inspect any project and audit the awarded Vendor's TIPS project files, documentation and
correspondence related to the requesting TIPS Member's order. If there are confidentiality requirements by
either party, TIPS shall comply to the extent permitted by law.
Incorporation of Solicitation
The TIPS Solicitation which resulted in this Vendor Agreement, whether a Request for Proposals, the Request
for Competitive Sealed Proposals or Request for Qualifications solicitation, or other, the Vendor's response
to same and all associated documents and forms made part of the solicitation process, including any
addenda, are hereby incorporated by reference into this Agreement as if copied verbatim.
SECTION HEADERS OR TITLES
THE SECTON HEADERS OR TITLES WITHIN THIS DOCUMENT ARE MERELY GUIDES FOR CONVENIENCE AND
ARE NOT FOR CLASSIFICATION OR LIMITING OF THE RESPONSIBILITES OF THE PARTIES TO THIS DOCUMENT.
STATUTORY REQUIREMENTS
Texas governmental entities are prohibited from doing business with companies that fail to certify to this
condition as required by Texas Government Code Sec. 2270.
By executing this agreement, you certify that you are authorized to bind the undersigned Vendor and that
your company (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
You certifythat your company is not listed on and does not and will not do business with companies that are
on the Texas Comptroller of Public Accounts list of Designated Foreign Terrorists Organizations per Texas
Gov't Code 2270.0153 found at https://comptroller.texas.gov/purchasing/docs/foreign-terrorist.pdf
You certify that if the certified statements above become untrue at any time during the life of this Agreement
that the Vendor will notify TIPS within three (3) business day of the change by a letter on Vendor's letterhead
from and signed by an authorized representative of the Vendor stating the non-compliance decision and the
TIPS Vendor Agreement 06022020_sr Page 9
TIPS Agreement number and description at:
Attention: General Counsel
ESC Region 8/The Interlocal Purchasing System (TIPS)
4845 Highway 271 North
Pittsburg, TX,75686
And by an email sent to bids@tips-usa.com
Insurance Requirements
The undersigned Vendor agrees to maintain the below minimum insurance requirements for TIPS Contract
Holders:
General Liability
$1,000,000 each Occurrence/Aggregate
Automobile Liability
$300,000 Includes owned, hired & non -owned
Workers' Compensation
Statutory limits for the jurisdiction in which
the Vendor performs under this Agreement.
Umbrella Liability
$1,000,000
When the Vendor or its subcontractors are liable for any damages or claims, the Vendor's policy, when the
Vendor is responsible for the claim, must be primary over any other valid and collectible insurance carried
by the Member. Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
contractor's insurance policy. The coverages and limits are to be considered minimum requirements and in
no way limit the liability of the Vendor(s). Insurance shall be written by a carrier with an A-; VII or better
rating in accordance with current A.M. Best Key Rating Guide. Only deductibles applicable to property
damage are acceptable, unless proof of retention funds to cover said deductibles is provided. "Claims made"
policies will not be accepted. Vendor's required minimum coverage shall not be suspended, voided,
cancelled, non -renewed or reduced in coverage or in limits unless replaced by a policy that provides the
minimum required coverage except after thirty (30) days prior written notice by certified mail, return receipt
requested has been given to TIPS or the TIPS Member if a project or pending delivery of an order is ongoing.
Upon request, certified copies of all insurance policies shall be furnished to the TIPS or the TIPS Member.
Special Terms and Conditions
• Orders: All Vendor orders received from TIPS Members must be emailed to TIPS at tipspo@tips-
usa.com. Should a TIPS Member send an order directlyto the Vendor, it is the Vendor's responsibility
to forward a copy of the order to TIPS at the email above within 3 business days and confirm its
receipt with TIPS.
• Vendor Encouraging Members to bypass TIPS agreement: Encouraging TIPS Members to purchase
directly from the Vendor or through another agreement, when the Member has requested using the
TIPS cooperative Agreement or price, and thereby bypassing the TIPS Agreement is a violation of the
terms and conditions of this Agreement and will result in removal of the Vendor from the TIPS
Program.
• Order Confirmation: All TIPS Member Agreement orders are approved daily by TIPS and sent to the
Vendor. The Vendor should confirm receipt of orders to the TIPS Member (customer) within 3
business days.
• Vendor custom website for TIPS: If Vendor is hosting a custom TIPS website, updated pricing when
TIPS Vendor Agreement 06022020_sr Page 10
effective. TIPS shall be notified when prices change in accordance with the award.
Back Ordered Products: If product is not expected to ship within the time provided to the TIPS
Member by the Vendor, the Member is to be notified within 3 business days and appropriate action
taken based on customer request.
The TIPS Vendor Agreement Signature Page is inserted here.
TIPS Vendor Agreement 06022020_sr Page 11
TIPS Vendor Agreement Signature Form
RFP 220105 Technology Solutions, Products and Services
Company Name Cara hsoft Technology Corporation
Address 11493 Sunset Hills Road, Suite 100
City Reston
State VA Zip 20190
Phone 703-871-8500 Fax 703-871-8505
Email of Authorized Representative sales@carahsoft.com
Name of Authorized Representative Kristina Smith
Title Director of Contracts
t
&�t
Signature of Authorized Representative �1� w0(
Date 2/10/2022
TIPS Authorized Representative Name David Fitts
Title Executive Director
TIPS Authorized Representative Signature lfor'e'C
Approved by ESC Region 8 )rA
Date 5-23-2022
EXHIBIT B
Carahsoft Quote No. 53160166
(ATTACHED)
PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS ROAD I SUITE 100 1 RESTON, VIRGINIA 20190
PHONE (703) 871-8500 1 FAX (703) 871-8505 1 TOLL FREE (888) 66CARAH carahsof t.
WWW.CARAHSOFT.COM I SALES@CARAHSOFT.COM
TO: Gregg Heinzman FROM: Andrew Balluck
IT Solutions Project Manager Carahsoft Technology Corp.
City of Fort Worth Texas 11493 Sunset Hills Road
Ft. Worth, TX USA Suite 100
Reston, Virginia 20190
EMAIL: gregg.heinzman@fortworthtexas.gov EMAIL: Andrew.Balluck@carahsoft.com
PHONE: (817) 392-2389 PHONE: (703) 871-8617
FAX: (703) 871-8505
TERMS: TIPS Contract No. 220105 QUOTE NO:
53160166
Expiration Date: May 31, 2027 QUOTE DATE:
03/10/2025
FTIN: 52-2189693
Shipping Point: FOB Destination QUOTE EXPIRES:
04/09/2025
Credit Cards: VISA/MasterCard/AMEX RFQ NO:
Remit To: Same as Above SHIPPING:
ESD
Payment Terms: Net 30 (On Approved Credit)
TOTAL PRICE:
$308,419.20
Texas VID#: 1522189693700
Sales Tax May Apply TOTAL QUOTE:
$308,419.20
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE
QTY EXTENDED PRICE
750 GB MONTHLY
1 Eve rlaw-016 Everlaw-016 $10,057.50
SLG 24 $241,380.00
Everlaw Active Data Bundle, 750 GB per Month, Annual
Subscription
Monthly Active Data Unit Price: $13.41 per GB
Monthly Overage Rate for Active Data, For Usage Greater
than 750 GB Monthly: $13.41 per GB
Monthly Unit Price for Suspended Data: $3.35/GB
Everlaw, Inc - Everlaw-016
Start Date: 05/01/2025
End Date: 04/30/2027
750 GB MONTHLY SUBTOTAL:
$241,380.00
2 EVER-FED-GCC-1 MO Everlaw's Fed RAMP Government Community Cloud $2,793.30
SLG 24 $67,039.20
(fed.everlaw.com) - Monthly Subscription
Everlaw, Inc - EVER-FED-GCC-1 MO
Start Date: 05/01/2025
End Date: 04/30/2027
SUBTOTAL:
$308,419.20
TOTAL PRICE:
$308,419.20
TOTAL QUOTE:
$308,419.20
Migration Support, Unlimited users,
onboarding, training, and ongoing
customer success support Included
CONFIDENTIAL QUOTE DATE: 03/10/2025
PAGE 1 of 1 QUOTE NO: 53160166
EXHIBIT C
Conflict of Interest Questionnaire
(ATTACHED)
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Carahsoft Technology Corp.
JFV-1
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?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
71 Yes F1 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
1l%tz-i& ,��, 05/07/2025
Signature of vendor doing b4oness 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
Acomplete 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 § 176.0010-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
5/12/25, 1:32 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- 04NEW CARAHSOFT COOP
DATE: 5/13/2025 NO.: 0393 LOG NAME: FOR EVERLAW - TIPS
220105
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Cooperative Purchase Agreement with Carahsoft Technology
Corporation Utilizing The Interlocal Purchasing System Cooperative Contract No. 220105
for the Purchase of an Everlaw Annual Subscription for the FY24 Law eDiscovery Tool
Project in an Amount Up To $308,420.00 for the Initial Term, with One Automatic Renewal
Term, and Four One -Year Renewal Options in the Same Amount as the Initial Term for the
City Attorney's Office Through the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of a cooperative purchase agreement with
Carahsoft Technology Corporation utilizing The Interlocal Purchasing System Cooperative Contract
No. 220105 for the purchase of an Everlaw annual subscription for the FY24 Law eDiscovery Tool
project (City Project No. 106145) in an amount up to $308,420.00 for the initial term, with one
automatic renewal and four (4) one-year renewal options in the same amount as the initial term for the
City Attorney's Office through the Information Technology Solutions Department.
DISCUSSION:
This Mayor and Council Communication (M&C) is to request authorization for the execution of a
cooperative purchase agreement with Carahsoft Technology Corporation (Carahsoft), utilizing The
Interlocal Purchasing System Cooperative (TIPS) Contract No. 220105, to purchase an annual
subscription to Everlaw, in support of the FY24 Law eDiscovery Tool project (City Project No. 106145).
The City Attorney's Office — Litigation Division is responsible for responding to formal requests for
information during lawsuits involving the City. The Litigation Division processes these discovery
requests manually, requiring the production of various document types, including emails, medical
records, and other relevant materials, which are individually reviewed by City staff for relevancy and to
redact sensitive information.
Approval of this M&C will allow the Information Technology Solutions Department to purchase an
annual subscription to Everlaw, for use by the Litigation Division during the discovery process. Everlaw
is an eDiscovery software that can accelerate the processing of discovery requests and minimize
human error, which could result in the release of sensitive information missed during manual review.
Everlaw offers a secure platform to store and sort information gathered for discovery requests and
streamlines the City's current discovery process.
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 the TIPS contract to make purchases
authorized by this M&C. In the event a TIPS 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.
If the TIPS contract is extended, this M&C authorizes the City to purchase similar products under the
extended contract. In the event a TIPS cooperative agreement is not extended, but TIPS or DIR
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5/12/25, 1:32 PM
M&C Review
executes new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City
to purchase the products under the new TIPS contract(s).
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 and execution of the cooperative purchase
agreement, the initial term of the agreement will begin upon signature by the Assistant City Manager
and expire May 31, 2026.
RENEWAL OPTIONS: The agreement contains one automatic renewal term. This agreement may be
renewed by mutual agreement of the parties for four (4) one-year renewal terms. Annual increase in
costs for each Renewal Term shall not exceed three percent (3\%) of the previous year's annual
contract value. 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.
Funding is available for the agreement in the FY24 Law eDiscovery Tool project within the ITS Capital
Fund in the amount of $308,419.20 for the initial term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current capital budget, as previously appropriated, in the ITS Capital Fund for the FY24 Law
eDiscovery Tool project. Prior to an expenditure being incurred, the City Attorney's Office and the
Information Technology Solutions department have the responsibility to validate the validity of funds.
TO
Fund Department 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 # Amount
Year (Chartfield 2)
Dianna Giordano (7783)
Kevin Gunn (2015)
Mark DeBoer (8598)
FID Table Carahsoft Co-op for Everlaw.xlsx (CFW Internal)
Form 1295 2025-1285372 Carahsoft Everlaw Subscription 2025.03.24.pdf (CFW Internal)
Fund Availabilibi Proiect No. 106145 FY24 Law eDiscovent Tool.pdf (CFW Internal)
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