HomeMy WebLinkAboutContract 63294Docusign Envelope ID: 2E3F1A17-BD07-45D0-9A21-99075985F4E4
CSC No. 63294
FORT WORTH:
CITY OF FORT WORTH
NON-EXCLUSIVE COOPERATIVE PURCHASE AGREEMENT
This Non -Exclusive Cooperative Purchase Agreement ("Agreement") is entered into by and
between ePlus Technology, Inc. ("Vendor"), a Virginia corporation, 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 — The Interlocal Purchasing System (TIPS) Cooperative Agreement No.
230105; and
3. Exhibit B — 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, or 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 by the City to
all vendors who are awarded a non-exclusive agreement shall not exceed Three Million Two
Hundred Thousand Dollars ($3,200,000.00). City may award the Agreement to multiple vendors
under TIPS Cooperative Agreement No. 230105. 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 May 31, 2028 ("Expiration Date") in
accordance with the underlying 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 June 1, 2026, and the third segment beginning on June 1, 2027. City's annual
payment to Vendor for the initial term shall be according to these segments. City shall be able to
renew this agreement for one (1) additional one-year renewal option by written agreement of the
parties, which shall begin immediately after the Expiration Date. 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 TIPS, but TIPS executes
OFFICIAL RECORD
Non -Exclusive Cooperative Purchase Agreement CITY SECRETARY Page 1 of 6
FT. WORTH, TX
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a new cooperative agreement with the Vendor with substantially similar terms, the City may
replace TIPS 230105 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: To VENDOR:
City of Fort Worth
ePlus Technology, Inc.
Attn: Dianna Giordano
Attn: Legal Department
Assistant City Manager
13595 Dulles Technology Drive
100 Fort Worth Trail
Herndon, Virginia 20171
Fort Worth, TX 76102
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
Non -Exclusive Cooperative Purchase Agreement Page 2 of 6
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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 6
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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 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]
Non -Exclusive Cooperative Purchase Agreement Page 4 of 6
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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 (May 19, 202508:31 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 05/19/2025
ePlus Technology, Inc. ePl us Technology, i n� .
By: FSigned by:
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Name: D`on "DEL"Yul6 i n
Title:
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Date: 5/1/2025
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: SarahT 14, 202515:05 CDT)
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
M. ke vig AliieYL 11
By: M. Kevin Anders, II (May 14, 202517:29 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: 25-0390
Approval Date: 05/13/2025
Form 1295: 2025-1298072
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: RobertLee (May 4, 202514:58 CDT)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
City Secretary:
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By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Non -Exclusive Cooperative Purchase Agreement Page 5 of 6
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Exhibit A
The Interlocal Purchasing System (TIPS) Cooperative Agreement No. 230105
(ATTACHED)
Non -Exclusive Cooperative Purchase Agreement Page 6 of 6
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TIPS VENDOR AGREEMENT
TIPS RFP 230105 Technology Solutions, Products, and Services
The following Vendor Agreement ("Agreement") creates a legal agreement between The Interlocal Purchasing System ("TIPS"), a
government purchasing cooperative and Department of Texas Region 8 Education Service Center and (INSERT ENTITY NAME):
ePlus Technology, Inc.
(ENTER ENTITY NAME]
its owners, agents, subsidiaries, and affiliates (together, "Vendor") (individually, "Party", and collectively the "Parties") and this
agreement shall exclusively govern the contractual relationship ("Agreement") between the Parties.
TIPS, a governmental entity and a national purchasing cooperative seeks to provide a valuable and necessary solution to public entities
and qualifying non -profits by performing the public procurement solicitation process and awarding compliant contracts to qualified
vendors. Then, where the law of a customer's jurisdiction allows, instead of public entities and qualifying non -profits expending time,
money, and resources on the extensive public procurement process, the use of TIPS allows public entities to quickly select and purchase
their preferred products or services from qualified, competitively evaluated vendors through cooperative purchasing.
1. Purpose. The purpose of this Agreement is to identify the terms and conditions of the relationship between TIPS and Vendor. Public
entities and qualifying non -profits that properly join or utilize TIPS "(TIPS Members") may elect to "piggyback" off of TIPS'
procurements and agreements where the laws of their jurisdiction allow. TIPS Members are not contractual parties to this Agreement
although terms and conditions of this Agreement may ensure benefits to TIPS Members.
2. Authority. The Parties agree that the signatories below are individual authorized to enter into this Agreement on behalf of their entity
and that they are acting under due and proper authority under applicable law.
3. Definitions.
a. TIPS Pricing: The specific pricing, discounts, and other pricing terms and incentives which Vendor submitted and
TIPS approved for each respective TIPS Contract awarded to Vendor and all permissible, subsequent pricing updates
submitted by Vendor and accepted by TIPS, if any.
b. Authorized Reseller: A reseller or dealer authorized and added by a Vendor through their online TIPS Vendor Portal
to make TIPS sales according to the terms and conditions herein.
4. Entire Agreement. This Agreement resulted from TIPS posting a "TIPS Solicitation" (RFP, RCSP, RFQ, or other) and Vendor
submitting a proposal in response to that posted TIPS Solicitation for evaluation and award. The Parties agree that this Agreement
consists of the provisions set forth herein and: (1) The TIPS solicitation document resulting in this Agreement; (2) Any addenda or
clarifications issued in relation to the TIPS solicitation; (3) All solicitation information provided to Vendor by TIPS through the TIPS
eBid System; (3) Vendor's entire proposal response to the TIPS solicitation including all accepted required attachments, acknowledged
notices and certifications, accepted negotiated terms, pricing, accepted responses to questions, and accepted written clarifications of
Vendor's proposal, and; any properly included attachments to this Agreement. All documentation and information listed is hereby
incorporated by reference as if set forth herein verbatim. In the event of conflict between the terms herein and one of the incorporated
documents the terms and conditions herein shall control.
5. Vendor's Specific Warranties, Terms, and License Agreements. Because TIPS serves public entities and non -profits throughout
the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not
typically accept a Vendor's specific "Sale Terms" (warranties, license agreements, master agreements, terms and conditions, etc.) on
behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms
may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the
Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS
Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a
separate agreement between Vendor and the Member in order to be effective.
6. Vendor Identity and Contact Information. It is Vendor's sole responsibility to ensure that all identifying vendor information (name,
EIN, d/b/a's, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal.
TIPS Vendor Agreement Page 1
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It is Vendor's sole responsibility to confirm that all e-correspondence issued from tips-usa.com, ionwave.net, and tipsconstruction.com
to Vendor's contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of
correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of
the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and
unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that
Vendor was not receiving TIPS' electronic communications issued by TIPS to Vendor's listed contacts.
7. Initiation of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing whether
Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Once verified,
Vendor must include the TIPS Contract Number on all purchase communications and sales documents exchanged with the TIPS
Member.
8. TIPS Sales and Supplemental Agreements. The terms of the specific TIPS order, including but not limited to: shipping, freight,
insurance, delivery, fees, bonding, cost, delivery expectations and location, returns, refunds, terms, conditions, cancellations, order
assistance, etc., shall be controlled by the purchase agreement (Purchase Order, Contract, Invoice, etc.) (hereinafter "Supplemental
Agreement") entered into between the TIPS Member Customer and Vendor only. TIPS is not a party to any Supplemental Agreement.
All Supplemental Agreements shall include Vendor's Name, as known to TIPS, and TIPS Contract Name and Number. Vendor accepts
and understands that TIPS is not a legal party to TIPS Sales and Vendor is solely responsible for identifying fraud, mistakes,
unacceptable terms, or misrepresentations for the specific order prior to accepting. Vendor agrees that any order issued from a customer
to Vendor, even when processed through TIPS, constitutes a legal contract between the customer and Vendor only. When Vendor
accepts or fulfills an order, even when processed through TIPS, Vendor is representing that Vendor has carefully reviewed the order
for legality, authenticity, and accuracy and TIPS shall not be liable or responsible for the same. In the event of a conflict between the
terms of this TIPS Vendor Agreement and those contained in any Supplemental Agreement, the provisions set forth herein shall control
unless otherwise agreed to and authorized by the Parties in writing within the Supplemental Agreement.
9. Right of Refusal. Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor's discretion unless
otherwise required by law.
10. Reporting TIPS Sales. Vendor must report all TIPS Sales to TIPS. If a TIPS sale is initiated by Vendor receiving a TIPS Member's
purchase order from TIPS directly, Vendor may consider that specific TIPS Sale reported. Otherwise, with the exception of TIPS
Automated Vendors, who have signed an exclusive agreement with TIPS regarding reporting, all TIPS Sales must be reported to TIPS
by either: (1) Emailing the purchase order or similar purchase document (with Vendor's Name, as known to TIPS, and the TIPS
Contract Name and Number included) to TIPS at tinsnoatins-usa.com with "Confirmation Only" in the subject line of the email within
three business days of Vendor's acceptance of the order, or; (2) Within 3 business days of the order being accepted by Vendor, Vendor
must login to the TIPS Vendor Portal and successfully self -report all necessary sale information within the Vendor Portal and confirm
that it shows up accurately on your current Vendor Portal statement. No other method of reporting is acceptable unless agreed to by
the Parties in writing. Failure to report all sales pursuant to this provision may result in immediate cancellation of Vendor's TIPS
Contract(s) for cause at TIPS' sole discretion. Please refer to the TIPS Accountine FAO's for more information about reporting sales
and if you have further questions, contact the Accounting Team at accountine(a,tins-usa.com.
11. TIPS Administration Fees. The collection of administrative fees by TIPS, a government entity, for performance of these procurement
services is required pursuant to Texas Government Code Section 791.011 et. seq. The administration fee ("TIPS Administration Fee")
is the amount legally owed by Vendor to TIPS for TIPS Sales made by Vendor. The TIPS Administration Fee amount is typically a
set percentage of the amount paid by the TIPS Member for each TIPS Sale, less shipping cost, bond cost, and taxes if applicable and
identifiable, which is legally due to TIPS, but the exact TIPS Administration Fee for this Contract is published in the corresponding
solicitation and is incorporated herein by reference. TIPS Administration Fees are due to TIPS immediately upon Vendor's receipt of
payment, including partial payment, for a TIPS Sale. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member,
not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. Upon receipt of
payment for a TIPS Sale, including partial payment (which renders TIPS Administration Fees immediately due), Vendor shall issue to
TIPS the corresponding TIPS Administration Fee payment as soon as possible but not later than thirty-one calendar days following
Vendor's receipt of payment. Vendor shall pay TIPS via check unless otherwise agreed to by the Parties in writing. Vendor shall
include clear documentation with the issued payment dictating to which sale(s) the amount should be applied. Vendor may create a
payment report within their TIPS Vendor Portal which is the preferred documentation dictating to which TIPS Sale(s) the amount
should be applied. Failure to pay all TIPS Administration Fees pursuant to this provision may result in immediate cancellation of
Vendor's TIPS Contract(s) for cause at TIPS' sole discretion as well as the initiation of collection and legal actions by TIPS against
Vendor to the extent permitted by law. Any overpayment of participation fees to TIPS by 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. Any notification of overpayment received by TIPS after the expiration of six (6) months from the date
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that TIPS received the payment will render the overpayment non-refundable. Region 8 ESC and TIPS reserve the right to extend the
six (6) month deadline if approved by the Region 8 ESC Board of Directors. TIPS reserves all rights under the law to collect TIPS
Administration Fees due to TIPS pursuant to this Agreement.
12. Term of the Agreement. This Agreement with TIPS is for approximately five years with a one-year, consecutive option for renewal
as described herein. Renewal options are not automatic and shall only be effective if offered by TIPS at its sole discretion. If TIPS
offers a renewal option, the Vendor will be notified via email issued to Vendor's then -listed Primary Contact. The renewal option shall
be deemed accepted by Vendor unless Vendor notifies TIPS of its objection to the renewal option in writing and confirms receipt by
TIPS.
Actual Effective Date: Agreement is effective upon signature by authorized representatives of both Parties. The Effective Date does
not affect the "Term Calculation Start Date."
Term Calculation Start Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, Vendor
shall calculate the foregoing term as starting on the last day of the month that "Award Notifications" are anticipated as published in the
Solicitation, regardless of the actual Effective Date.
Example of Term Calculation Start Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 in this
example.
Contract Expiration Date: To keep the contract term consistent for all vendors awarded under a single TIPS contract, the term
expiration date shall be five -years from the Term Calculation Start Date.
Example of Contract Expiration Date: If the anticipated "Award Date" published in the Solicitation is May 22, 2023, but extended
negotiations delay award until June 27, 2023 (Actual Effective Date), the Term Calculation Start Date shall be May 31, 2023 and the
Contract Expiration Date of the resulting initial "five-year" term, (which is subject to an extension(s)) will be May 31, 2028 in this
example.
Option(s) for Renewal: Any option(s) for renewal shall begin on the Contract Expiration Date, or the date of the expiration of the
prior renewal term where applicable, and continue for the duration specified for the renewal option herein.
Example of Option(s) for Renewal: In this example, if TIPS offers a one-year renewal and the Contract Expiration Date is May 31,
2028, then the one-year renewal is effective from May 31, 2028 to May 31, 2029.
TIPS may offer to extend Vendor Agreements to the fullest extent the TIPS Solicitation resulting in this Agreement permits.
13. TIPS Pricing. Vendor agrees and understands that for each TIPS Contract that it holds, Vendor submitted, agreed to, and received
TIPS' approval for specific pricing, discounts, and other pricing terms and incentives which make up Vendor's TIPS Pricing for that
TIPS Contract ("TIPS Pricing"). Vendor confirms that Vendor will not add the TIPS Administration Fee as a charge or line -item in a
TIPS Sale. Vendor hereby certifies that Vendor shall only offer goods and services through this TIPS Contract if those goods and
services are included in or added to Vendor's TIPS Pricing and approved by TIPS. TIPS reserves the right to review Vendor's pricing
update requests as specifically as line -item by line -item to determine compliance. However, Vendor contractually agrees that all
submitted pricing updates shall be within the original terms of the Vendor's TIPS Pricing (scope, proposed discounts, price increase
limitations, and other pricing terms and incentives originally proposed by Vendor) such that TIPS may accept Vendors price increase
requests as submitted without additional vetting at TIPS discretion. Any pricing quoted by Vendor to a TIPS Member or on a TIPS
Quote shall never exceed Vendor's TIPS Pricing for any good or service offered through TIPS. TIPS acknowledges that Vendor is a
reseller of goods and services manufactured and supplied by third parties and that such third parties determine prices, discounts, rebate
programs and other promotional incentives offered to resale partners. As such, Vendor cannot make guarantees regarding the terms,
conditions or pricing applicable to an order; however, Vendor represents, warrants and agrees that it will use all reasonable efforts to
offer pricing to TIPS that is as competitive as is reasonably possible based upon the circumstances at the time that an order is in place.
TIPS Pricing price increases and modifications, if permitted, will be honored according to the terms of the solicitation and Vendor's
proposal, incorporated herein by reference.
14. Indemnification of TIPS. VENDOR AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS
OFFICERS. TIPS EMPLOYEES. TIPS DIRECTORS. AND TIPS TRUSTEES (THE "TIPS INDEMNITEES") FROM AND AGAINST ALL
CLAIMS AND SUITS BY THIRD -PARTIES FOR DAMAGES. INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGES. LOSSES.
EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY'S FEES, AND EXPERT FEES, ARISING OUT OF OR RELATING TO VENDOR'S
PERFORMANCE UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OF VENDOR'S OFFICERS, EMPLOYEES, AGENTS,
AUTHORIZED RESELLERS, SUBCONTRACTORS, LICENSEES, OR INVITEES), REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION,
INCLUDING CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL. OR STATUTORY LAW OR BASED IN WHOLE OR IN PART
UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS ON THE PART OF VENDOR, ITS OFFICERS. EMPLOYEES,
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AGENTS, AUTHORIZED RESELLERS. SUBCONTRACTORS, LICENSEES, OR INVITEES. NO LIMITATION OF LIABILITY FOR
DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. EXCEPT
FOR DIRECT DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, THE PARTIES (TIPS AND VENDOR)
MUTUALLY AGREE THAT NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR
CONSEOUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT WITH THE EXCEPTION OF DIRECT DAMAGES RESULTING FROM ITS WILLFUL MISCONDUCT OR
NEGLIGENCE. VENDOR'S AGGREGATE LIABILITY TO TIPS WILL BE LIMITED TO DIRECT DAMAGES, WHICH
WILL NOT EXCEED THE AMOUNTS PAID BY THE TIPS MEMBER(S) FOR THE PRODUCT OR SERVICE GIVING
RISE TO SUCH LIABILITY. APART FROM THIS INDEMNIFICATION PROVISION REQUIRING INDEMNIFICATION OF THE TIPS
INDEMNITEES' ATTORNEY'S FEES AS SET FORTH ABOVE, RECOVERY OF ATTORNEYS' FEES BY THE PREVAILING PARTY IS
AUTHORIZED ONLY IF AUTHORIZED BY TEX. EDUC. CODE � 44.0320).
15. Indemnification and Assumption of Risk — Vendor Data. VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA
(INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR'S PROPOSALS, VENDOR PRICING
SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES,
VENDOR'S CONTACT INFORMATION, VENDOR'S BROCHURES AND COMMERCIAL INFORMATION, VENDOR'S FINANCIAL
INFORMATION. VENDOR'S CERTIFICATIONS. AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT
LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) ("VENDOR
DATA") TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN
SECTION 13 ABOVE. VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST
ANY AND ALL LOSSES. CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS. SUITS, JUDGMENTS, COSTS, EXPENSES. FEES, INCLUDING COURT
COSTS. ATTORNEY'S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR
RELATING TO: (I) ANY UNAUTHORIZED. NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR
OTHER CORRUPTING AGENTS INVOLVING. VENDOR'S DATA, PRICING. AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR
SOFTWARE SYSTEMS, AND, (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY
RIGHTS OF A THIRD -PARTY OR VENDOR.
16. Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in
Section 13 and 14 above (including any settlements) and — if it has accepted its indemnity obligation without qualification — control
the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and
settlement, and TIPS shall, at Vendor's cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS
which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling
any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly
asserted.
17. Indemnity for Underlying Sales and Supplemental Agreements. Vendor shall be solely responsible for any customer claims or any
disputes arising out of TIPS Sales or any Supplemental Agreement as if sold in the open -market. The Parties agree that TIPS shall not
be liable for any claims arising out of Vendor's TIPS Sales or Supplemental Agreements, including but not limited to: allegations of
product defect or insufficiency, allegations of service defect or insufficiency, allegations regarding delivery defect or insufficiency,
allegations of fraud or misrepresentation, allegations regarding pricing or amounts owed for TIPS sales, and/or allegations regarding
payment, over -payment, under -payment, or non-payment for TIPS Sales. Payment/Drafting, overpayment/over-drafting, under-
payment/under-drafting, or non-payment for TIPS Sales between customer and Vendor and inspections, rejections, or acceptance of
such purchases shall be the exclusive respective obligations of Vendor/Customer, and disputes shall be handled in accordance with the
terms of the underlying Supplemental Agreement(s) entered into between Vendor and Customer. Vendor acknowledges that TIPS is
not a dealer, subcontractor, agent, or reseller of Vendor's goods and services and shall not be responsible for any claims arising out of
alleged insufficiencies or defects in Vendor's goods and services, should any arise.
18. Confidentiality of Vendor Data. Vendor understands and agrees that by signing this Agreement, all Vendor Data is hereby released
to TIPS, TIPS Members, and TIPS third -party administrators to effectuate Vendor's TIPS Contract except as provided for herein. The
Parties agree that Vendor Data is accessible by all TIPS Members as if submitted directly to that TIPS Member Customer for purchase
consideration. If Vendor otherwise considers any portion of Vendor's Data to be confidential and not subject to public disclosure
pursuant to Chapter 552 Texas Gov't Code (the "Public Information Act") or other law(s) and orders, Vendor must have identified the
claimed confidential materials through proper execution of the Confidentiality Claim Form which is required to be submitted as part
of Vendor's proposal resulting in this Agreement and incorporated by reference. The Confidentiality Claim Form included in Vendor's
proposal and incorporated herein by reference is the sole indicator of whether Vendor considers any Vendor Data confidential in the
event TIPS receives a Public Information Request. If TIPS receives a request, any responsive documentation not deemed confidential
by you in this manner will be automatically released. For Vendor Data deemed confidential by you in this manner, TIPS will follow
procedures of controlling statute(s) regarding any claim of confidentiality and shall not be liable for any release of information required
by law, including Attorney General determination and opinion. In the event that TIPS receives a written request for information
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pursuant to the Public Information Act that affects Vendor's interest in any information or data furnished to TIPS by Vendor, and TIPS
requests an opinion from the Attorney General, Vendor may, at its own option and expense, prepare comments and submit information
directly to the Attorney General stating why the requested information is exempt from disclosure pursuant to the requirements of the
Public Information Act. Vendor is solely responsible for submitting the memorandum brief and information to the Attorney General
within the time period prescribed by the Public Information Act. Notwithstanding any other information provided in this solicitation
or Vendor designation of certain Vendor Data as confidential or proprietary, Vendor's acceptance of this TIPS Vendor Agreement
constitutes Vendor's consent to the disclosure of Vendor's Data, including any information deemed confidential or proprietary, to TIPS
Members or as ordered by a Court or government agency, including without limitation the Texas Attorney General. Vendor agrees
that TIPS shall not be responsible or liable for any use or distribution of information or documentation by TIPS Members or as required
by law.
19. Vendor's Authorized Resellers. TIPS recognizes that many vendors operate in the open market through the use of resellers or dealers.
For that reason, TIPS permits Vendor to authorize Authorized Resellers within its Vendor Portal and make TIPS Sales through the
Authorized Reseller(s). Once authorized by Vendor in the Vendor Portal, the Authorized Reseller(s) may make TIPS sales to TIPS
Members. However, all purchase documents must include: (1) Authorized Reseller's Name; (2) Vendor's Name, as known to TIPS,
and; (3) Vendor's TIPS Contract Name and Number under which it is making the TIPS Sale. Either Vendor or Reseller may report the
sale pursuant to the terms herein. However, Vendor agrees that it is legally responsible for all reporting and fee payment as described
herein for TIPS Sales made by Authorized Resellers. The TIPS Administration Fee is assessed on the amount paid by the TIPS
Member, not on the Vendor's cost or on the amount for which the Vendor sold the item to a dealer or Authorized Reseller. The Parties
intend that Vendor shall be responsible and liable for TIPS Sales made by Vendor's Authorized Resellers. Vendor agrees that it is
voluntarily authorizing this Authorized Reseller and in doing so, Vendor agrees that it is doing so at its own risk and agrees to protect,
indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to Authorized Reseller TIPS Sales made pursuant
to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought
or otherwise. The Parties further agree that it is no defense to Vendor's breach of this Agreement that an Authorized Reseller caused
Vendor of breach this Agreement.
20. Circumvention of TIPS Sales. When a public entity initiates a purchase with Vendor, if the Member inquires verbally or in writing
whether Vendor holds a TIPS Contract, it is the duty of the Vendor to verify whether the Member is seeking a TIPS purchase. Any
request for quote, customer communication, or customer purchase initiated through or referencing a TIPS Contract shall be completed
through TIPS pursuant to this Agreement. Any encouragement or participation by Vendor in circumventing a TIPS sale being
completed may result in immediate termination of Vendor's TIPS Contract(s) for cause as well as preclusion from future TIPS
opportunities at TIPS sole discretion.
21. State of Texas Franchise Tax. By signature hereon, Vendor hereby certifies that Vendor is not currently delinquent in the payment
of any franchise taxes owed to the State of Texas under Chapter 171 of the Texas Tax Code.
22. Termination.
A) Termination for Convenience. TIPS may, by written notice to Vendor, terminate this Agreement for convenience,
in whole or in part, at any time by giving thirty (30) days' written notice to Vendor of such termination, and
specifying the effective date thereof.
B) Termination for Cause. If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall
provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30)
days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for
cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically
be converted to and treated as a termination for convenience.
C) Vendor's Termination. If TIPS fails to materially perform pursuant to the terms of this Agreement, Vendor shall
provide written notice to TIPS specifying the default (`Notice of Default"). If TIPS does not cure such default
within thirty (30) days, Vendor may terminate this Agreement, in whole or in part, for cause. If TIPS terminates
this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination
shall automatically be converted to and treated as a termination for convenience.
D) Upon termination, all TIPS Sale orders previously accepted by Vendor shall be fulfilled and Vendor shall be
paid for all TIPS Sales executed pursuant to the applicable terms. All TIPS Sale orders presented to Vendor but
not fulfilled by Vendor, prior to the actual termination of this agreement shall be honored at the option of the
TIPS Member. TIPS shall submit to Vendor an invoice for any outstanding TIPS Administration Fees and
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approved expenses and Vendor shall pay such fees and expenses within 30 calendar days of receipt of such valid
TIPS invoice. Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS' sole
discretion and that any Vendor may be removed from the TIPS program at any time with or without cause. This
termination clause does not affect TIPS Sales Supplemental Agreements pursuant to this term regarding
termination and the Survival Clause term
E) Vendor hereby waives any and all claims for damages, including, but not limited, to consequential damages or
lost profits, that might arise from TIPS' act of terminating this Agreement.
23. Survival Clause. It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the
life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not
limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months
or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and
conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.
24. Audit Rights. Due to transparency statutes and public accountability requirements of TIPS and TIPS Members, Vendor shall at their
sole expense, maintain documentation of all TIPS Sales for a period of three years from the time of the TIPS Sale. In order to ensure
and confirm compliance with this agreement, TIPS shall have authority to conduct audits of Vendor's TIPS Pricing or TIPS Sales with
thirty -days' notice unless the audit is ordered by a Court Order or by a Government Agency with authority to do so without said 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 Vendor's TIPS Pricing, 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 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 for just cause or as required by any governmental agency or court with regulatory authority over TIPS or the TIPS Member.
These audit rights shall survive termination of this Agreement for a period of one (1) year from the effective date of termination.
25. Conflicts of Interest. The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this
Agreement. Vendor affirms that, to the best of Vendor's knowledge, this Agreement has been arrived at independently, and is awarded
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. Vendor agrees that it has disclosed any necessary affiliations with
Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the
solicitation resulting in this Agreement.
26. Volume of TIPS Sales. Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS
Members will submit any TIPS orders to Vendor at any time.
27. Compliance with the Law. The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules,
and regulations applicable to their entity in connection with the programs contemplated under this Agreement.
28. Severability. If any term(s) or provision(s) of this Agreement are held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then such term(s) or provision(s) shall be deemed restated to reflect the original intention of the Parties as nearly as
possible in accordance with applicable law and the remainder of this Agreement, and the remainder of the provisions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, unless such holding causes the obligations
of the Parties hereto to be impossible to perform or shall render the terms of this Agreement to be inconsistent with the intent of the
Parties hereto.
29. 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 through no fault of its own then such party shall give notice and full particulars of Force Majcure in writing to
the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation
of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the
inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable
dispatch. In the event that Vendor's obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force
Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control
Vendor's failure to fulfill for a Force Majeure event.
30. Immunity. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor
constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education
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Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement of, any privileges, rights, defenses,
remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under
applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for
estoppel.
31. Insurance Requirements. Vendor agrees to maintain the following minimum insurance requirements for the duration of this
Agreement. All policies held by Vendor to adhere to this term shall be written by a carrier with a financial size category of VII and at
least a rating of "A-" by A.M. Best Key Rating Guide. The coverages and limits are to be considered minimum requirements and in
no way limit the liability of the Vendor(s). Any immunity available to TIPS or TIPS Members shall not be used as a defense by the
contractor's insurance policy. 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. Vendor agrees that when Vendor or its subcontractors are liable for any damages or claims, Vendor's
policy, shall be primary over any other valid and collectible insurance carried by the Member or TIPS.
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. If Vendor performs
in multiple jurisdictions, Vendor shall maintain the statutory limits for the jurisdiction with the greatest dollar
policy limit requirement.
Umbrella Liability: $1,000,000 each Occurrence/Aggregate
32. Waiver. No waiver of any single breach or multiple breaches of any provision of this Agreement shall be construed to be a waiver of
any breach of any other provision. No delay in acting regarding any breach of any provision shall be construed to be a waiver of such
breach.
33. Binding Agreement. This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal
successors, and assigns.
34. Headings. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any
way affect the meaning or interpretation of any of the provisions of this Agreement.
35. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State
of Texas. Any proceeding, claim, action, or alternative dispute resolution arising out of or relating to this Agreement or involving TIPS
shall be brought in a State Court of competent jurisdiction in Camp County, Texas, or if Federal Court is legally required, a Federal
Court of competent jurisdiction in the Eastern District of 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 and 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.
36. Relationship of the Parties. Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party
nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The
Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership
between them.
37. Assignment. No assignment of this Agreement or of any duty or obligation of performance hereunder, shall be made in whole or in
part by a Party hereto without the prior written consent of the other Party. Written consent of TIPS shall not be unreasonably withheld.
38. Minimum Condition and Warranty Requirements for TIPS Sales. All goods quoted or sold through a TIPS Sale shall be new
unless clearly stated otherwise in writing. All new goods and services shall include the applicable manufacturers minimum standard
warranty unless otherwise agreed to in the Supplemental Agreement.
39. Minimum Customer Support Requirements for TIPS Sales. Vendor shall provide timely and commercially reasonable support for
TIPS Sales or as agreed to in the applicable Supplemental Agreement.
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40. Minimum Shipping Requirements for TIPS Sales. Vendor shall ship, deliver, or provide ordered goods and services within a
commercially reasonable time after acceptance of the order. If a delay in delivery is anticipated, Vendor shall notify the TIPS Member
as to why delivery is delayed and provide an updated estimated time for completion. The TIPS Member may cancel the order if the
delay is not commercially acceptable or not consistent with the Supplemental Agreement applicable to the order.
41. Minimum Vendor License Requirements. Vendor shall maintain, in current status, all federal, state, and local licenses, bonds and
permits required for the operation of the business conducted by Vendor. Vendor shall remain fully informed of and in compliance with
all ordinances and regulations pertaining to the lawful provision of goods or services under the TIPS Agreement. TIPS and TIPS
Members reserve the right to stop work and/or cancel a TIPS Sale or terminate this or any TIPS Sale Supplemental Agreement involving
Vendor if Vendor's license(s) required to perform under this Agreement or under the specific TIPS Sale have expired, lapsed, are
suspended or terminated subject to a 30-day cure period unless prohibited by applicable statue or regulation.
42. Minimum Vendor Legal Requirements. Vendor shall remain aware of and comply with this Agreement and all local, state, and
federal laws governing the sale of products/services offered by Vendor under this contract. Such applicable laws, ordinances, and
policies must be complied with even if not specified herein.
43. Minimum Site Requirements for TIPS Sales (when applicable to TIPS Sale).
Cleanup: When performing work on site at a TIPS Member's property, Vendor shall clean up and remove all debris and rubbish resulting
from their work as required or directed by the 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: Vendor shall not begin a project for which a TIPS Member has not prepared the site, unless Vendor does the preparation
work at no cost, or until TIPS Member includes the cost of site preparation in the TIPS Sale 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, Vendor agrees that no employee of Vendor or 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. Vendor agrees that a violation of this condition shall be considered
a material breach and may result in the cancellation of the TIPS Sale at the TIPS Member's discretion. 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: 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. 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.
Smoking: Persons working under Agreement shall adhere to the TIPS Member's or local smoking statutes, codes, ordinances, and
policies.
44. Payment for TIPS Sales. TIPS Members may make payments for TIPS Sales directly to Vendor, Vendor's Authorized Reseller, or
as otherwise agreed to in the applicable Supplemental Agreement after receipt of the invoice and in compliance with applicable payment
statutes. Regardless of how payment is issued or received for a TIPS Sale, Vendor is responsible for all reporting and TIPS
Administration Fee payment requirements as stated herein.
45. Marketing. Vendor agrees to allow TIPS to use their name and logo within the TIPS website, database, marketing materials, and
advertisements unless Vendor negotiates this term to include a specific acceptable -use directive. Any use of TIPS' name and logo or
any form of publicity, inclusive of press release, regarding this Agreement by Vendor must have prior approval from TIPS which will
not be unreasonably withheld. Request may be made by email to tinsna,tins-usa.com. For marketing efforts directed to TIPS Members,
Vendor must request and execute a separate Joint Marketing Disclaimer, at marketini!a4ins-usa.com. before TIPS can release contact
information for TIPS Member entities for the purpose of marketing your TIPS contract(s). Vendor must adhere to strict Marketing
Requirements once a disclaimer is executed. The Joint Marketing Disclaimer is a supplemental agreement specific to joint marketing
efforts and has no effect on the terms of the TIPS Vendor Agreement. Vendor agrees that any images, photos, writing, audio, clip art,
music, or any other intellectual property ("Property") or Vendor Data utilized, provided, or approved by Vendor during the course of
the joint marketing efforts are either the exclusive property of Vendor, or Vendor has all necessary rights, license, and permissions to
utilize said Property in the joint marketing efforts. Vendor agrees that they shall indemnify and hold harmless TIPS and its employees,
TIPS Vendor Agreement Page 8
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officers, agents, representatives, contractors, assignees, designees, and TIPS Members from any and all claims, damages, and judgments
involving infringement of patent, copyright, trade secrets, trade or services marks, and any other intellectual or intangible property
rights and/or claims arising from the Vendor's (including Vendor's officers', employees', agents', Authorized Resellers',
subcontractors', licensees', or invitees') unauthorized use or distribution of Vendor Data and Property.
46. Tax Exempt Status of TIPS Members. Most TIPS Members are tax exempt entities and the laws and regulations applicable to the
specific TIPS Member customer shall control.
47. Automatic Renewal Limitation for TIPS Sales. No TIPS Sale may incorporate an automatic renewal clause that exceeds month to
month terms with which the TIPS Member must comply. All renewal terms incorporated into a TIPS Sale Supplemental Agreement
shall only be valid and enforceable when Vendor received written confirmation of acceptance of the renewal term from the TIPS
Member for the specific renewal term. 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. Any TIPS Sale Supplemental Agreement containing an "Automatic Renewal" clause that conflicts with these
terms is rendered void and unenforceable.
48. Choice of Law Limitation for TIPS Sales. Vendor agrees that if any "Choice of Law" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause must provide that the "Choice of Law" applicable to the TIPS
Sale agreement/contract between Vendor and TIPS Member shall be the state where the TIPS Member operates unless the TIPS
Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing a "Choice of Law" clause that conflicts with
these terms is rendered void and unenforceable.
49. Venue Limitation for TIPS Sales. Vendor agrees that if any "Venue" provision is included in any TIPS Sale Agreement/contract
between Vendor and a TIPS Member, that clause must provide that the "Venue" for any litigation or alternative dispute resolution shall
be in the state and county where the TIPS Member operates unless the TIPS Member expressly agrees otherwise. Any TIPS Sale
Supplemental Agreement containing a "Venue" clause that conflicts with these terms is rendered void and unenforceable.
50. Indemnity Limitation for TIPS Sales. Texas and other jurisdictions restrict the ability of governmental entities to indemnify others.
Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales
agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such
indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]" unless the TIPS Member
expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms
is rendered void and unenforceable.
51. Arbitration Limitation for TIPS Sales. Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale
agreement/contract between Vendor and a TIPS Member, that clause may not require that the arbitration is mandatory or binding.
Vendor agrees that if any "Arbitration" provision is included in any TIPS Sale agreement/contract between Vendor and a TIPS Member,
that clause provides for only voluntary and non -binding arbitration unless the TIPS Member expressly agrees otherwise. Any TIPS
Sale Supplemental Agreement containing a "Arbitration" clause that conflicts with these terms is rendered void and unenforceable.
In Witness Whereof, the parties hereto, each acting under due and proper authority, have signed this Agreement.
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TIPS VENDOR AGREEMENT SIGNATURE FORM
TIPS RFP 230105 Technology Solutions, Products, and Services
Vendor Name: ePlus Technology, inc.
Vendor Address:
City: Herndon
13595 Dulles Technology Drive,
Vendor Authorized Signatory Name: Don McLaughlin
Vendor Authorized Signatory Title: Senior VP
Vendor Authorized Signatory Phone: 703-984-8400
State: VA Zip Code: 20171
Vendor Authorized Signatory Email: info@eplus.com
Vendor Authorized Signature: Date: 5/2/2023
(The following is f TIPS completion only)
TIPS Authorized Signatory Name: Dr. David Fitts
TIPS Authorized Signatory Title: Executive Director
TIPS ,&uthorized Signature: jtzld--Date: 5/11 /2023
TIPS Vendor Agreement Signature Form
Page 1
Exhibit B
Conflict of Interest Questionnaire
(ATTACHED)
Non -Exclusive Cooperative Purchase Agreement Page 7 of 7
Docusign Envelope ID: A16936E2-3210-4E8C-B80E-F782499A7DB5
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.
ePlus Technology, inc.
J
❑ 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.
N/A
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:y.._J l,.
V6t& h('('4LAA')"VU 5/2/2025
_1111771 _11FRA ❑
Signature o ven or doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
Docusign Envelope ID: A16936E2-3210-4E8C-B80E-F782499A7DB5
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
5/8/25, 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
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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.
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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
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