HomeMy WebLinkAboutContract 63736CSC No. _________
Cooperative Purchase Agreement Page 1 of 9
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement (“Agreement”) is entered into by and between the City
of Fort Worth (“City”), a Texas home rule municipality, and Carahsoft Technology
Corporation (“Vendor”), a Virginia corporation. City and Vendor are each individually referred
to herein as a “party” 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 – Texas Department of Information Resources (DIR) Contract No.
DIR-CPO-5683;
3.Exhibit B – DIR Contract No. DIR-CPO-5683 Pricing Index;
4.Exhibit C – Carahsoft Quote No. 55201550; and
5.Exhibit D – 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 B 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 pricing index in Exhibit B and the provisions
of this Agreement. Total payment made annually under this Agreement by City shall not exceed
Five Hundred Ninety-Eight Thousand Dollars ($598,000.00). Vendor shall not provide any
additional items or services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such items, services, and/or
expenses. City shall not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant
City Manager below (“Effective Date”) and expire on June 30, 2026 (the “Initial Term”). Renewals
shall be subject to and in accordance with City Council approval and authorization. If the City
Council authorizes and approves renewals, the City’s renewal terms shall not extend beyond the
expiration date of the final renewal, as authorized or extended by Vendor, and in accordance with
theunderlying Cooperative Agreement. Renewals shall be divided into annual segments. City’s
annual payment to Vendor for these renewal terms shall be according to these annual segments.
If the underlying Cooperative Agreement is not renewed or extended by DIR, but DIR executes a
new cooperative agreement with the Vendor with substantially similar terms, the City may replace
DIR-CPO-5683 with the new cooperative agreement.
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Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records of Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor facilities and shall be
provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: City Manager’s Office
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City Attorney’s Office at
same address
To VENDOR:
Carahsoft Technology Corporation
Attn: Legal Department
11493 Sunset Hills Road, Suite 100
Reston, Virginia 20190
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 Vendor’s services, 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 Vendor’s
services. So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City’s interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City’s assumption of payment of
costs or expenses shall not eliminate Vendor’s duty to indemnify the City under the
Agreement. If the Vendor’s services, or any part thereof, are held to infringe and the use
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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 Vendor’s services; or (b) modify
the Vendor’s to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Vendor’s services; or (c) replace the
Vendor’s services with equally suitable, compatible, and functionally equivalent non-
infringing Vendor’s services 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 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 information belonging to the City
(“Financial Data”) by any unauthorized person or third party, or becomes aware of any
other security breach relating to Financial 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 Financial 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 Financial 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 Financial 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 Financial 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 Boycott 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 2271 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
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verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract. The terms “boycott Israel” and “company” shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this Addendum, Vendor certifies that Vendor’s 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 Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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 2276.001 of the Texas Government Code. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Vendor certifies that Vendor’s signature provides written verification
to the City that Vendor: (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, 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 2274.001 of the Texas Government
Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides
written verification to the City that Vendor: (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.
Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for
any action brought to interpret or enforce, or arising out of or incident to, the terms of this
Agreement shall be in Tarrant County, Texas.
[Signature Page Follows]
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: ___________________________
Name: Dianna Giordano
Title: Assistant City Manager
Date: ___________________________
APPROVAL RECOMMENDED:
By: ___________________________
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: ___________________________
Name: Pete Rizzo
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By: ___________________________
Name: M. Kevin Anders, II
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0630
Approval Date: 06/24/2025
Form 1295: 2025-1323927
VENDOR:
Carahsoft Technology Corporation
By: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________
Natalie LeMay
07/24/2025
State and Local Contracts Manager
Cooperative Purchase Agreement – Exhibit A Page 6 of 9
EXHIBIT A
Texas Department of Information Resources (DIR) Contract No. DIR-CPO-5683
(ATTACHED)
STATE OF TEXAS
DIR Contract No. DIR-CPO-5683
Carahsoft Technology Corporation – 522189693
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
Carahsoft Technology Corporation
1 INTRODUCTION
1.1 Parties
This contract for DIR-CPO-TMP-588 Education Information Technology (I.T.) Products
and Related Services (this “Contract”) is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter “DIR”) with its
principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and
Carahsoft Technology Corporation, a Maryland Corporation (hereinafter “Successful
Respondent”), with its principal place of business at 11493 Sunset Hills Road, Suite 100,
Reston, VA 20190.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-588 on March 18, 2024, for
Education Information Technology (I.T.) Products and Related Services (the “RFO”). Upon
execution of all Contracts, a notice of award for DIR-CPO-TMP-588, shall be posted by
DIR on the Electronic State Business Daily.
1.3 Order of Precedence
A. For transactions under this Contract, the order of precedence shall be as follows:
1. this Contract;
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent’s Historically Underutilized Businesses
Subcontracting Plan;
4. Appendix C, Pricing Index;
5. Exhibit 1, RFO DIR-CPO-TMP-588, including all Addenda; and
6. Exhibit 2, Successful Respondent’s Response to RFO DIR-CPO-TMP-588,
including all Addenda.
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B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions.
2 TERM OF CONTRACT
The initial term of this Contract shall be up to two (2) years commencing on the date of
the last signature hereto (the “Initial Term”), with one (1) optional two-year renewal and
one (1) optional one-year renewal (each, a “Renewal Term”). Prior to expiration of the
Initial Term and each Renewal Term, this Contract will renew automatically under the
same terms and conditions unless either party provides written notice to the other party
at least sixty (60) days in advance of the renewal date stating that the party wishes to
discuss amendment or non-renewal.
3 OPTION TO EXTEND
Successful Respondent agrees that DIR may require continued performance under this
Contract at the rates specified in this Contact following the expiration of the Initial Term
or any Renewal Term. This option may be exercised more than once, but the total
extension of performance hereunder shall not exceed ninety (90) calendar days. Such
extension of services shall be subject to the requirements of the Contract, with the sole
and limited exception that the original date of termination shall be extended pursuant
to this provision. DIR may exercise this option upon thirty (30) calendar days written
notice to the Successful Respondent.
4 PRODUCT AND SERVICE OFFERINGS
Products and services available under this Contract are limited to the technology
categories defined in Request for Offer DIR-CPO-TMP-588 for Education Information
Technology (I.T.) Products and Related Services. At DIR’s sole discretion, Successful
Respondent may incorporate changes or make additions to its product and service
offerings, provided that any changes or additions must be within the scope of the RFO.
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5 PRICING
5.1 Pricing Index
DIR Contract No. DIR-CPO-5683
Carahsoft Technology Corporation – 522189693
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall
include the DIR Administrative Fee (as defined below).
5.2 Customer Discount
A. The minimum Customer discount for all products and services will be the
percentage off List Price (as defined below) or MSRP (as defined below), as
applicable, as specified in Appendix C, Pricing Index. Successful Respondent
shall not establish a List Price or MSRP for a particular solicitation. For purposes
of this Section, “List Price” is the price for a product or service published in
Successful Respondent’s price catalog (or similar document) before any discounts
or price allowances are applied. For purposes of this Section, “MSRP,” or
manufacturer’s suggested retail price, is the price list published by the
manufacturer or publisher of a product and available to and recognized by the
trade.
B. Customers purchasing products or services under this Contract may negotiate
additional discounts with Successful Respondent. Successful Respondent and
Customer shall provide the details of such additional discounts to DIR upon
request.
C. If products or services available under this Contract are provided at a lower price
to: (i) an eligible Customer who is not purchasing those products or services
under this Contract, or (ii) to any other customer under the same terms and
conditions provided for the State for the same products and services under this
contract, then the price of such products and services under this Contract shall be
adjusted to that lower price. This requirement applies to products or services
quoted by Successful Respondent for a quantity of one (1), but does not apply to
volume or special pricing purchases. Successful Respondent shall notify DIR
within ten (10) days of providing a lower price as described in this Section, and
this Contract shall be amended within ten (10) days to reflect such lower price.
5.3 Changes to Prices
A. Subject to the requirements of this section, Successful Respondent may change
the price of any product or service upon changes to the List Price or MSRP, as
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applicable. Discount levels shall not be subject to such changes and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list,
subject to review and approval by DIR. If DIR, in its sole discretion, finds that the
price of a product or service has been increased unreasonably, DIR may request
that Successful Respondent reduce the pricing for the product or service to the
level published before such revision. Upon such request, Successful Respondent
shall either reduce the pricing as requested, or shall remove the product or
service from the pricing list for this Contract. Failure to do so will constitute an act
of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free
On Board Customer’s Destination. No additional fees may be charged to Customers for
standard shipping and handling. If a Customer requests expedited or special delivery,
Customer will be responsible for any additional charges for expedited or special delivery.
6 DIR ADMINISTRATIVE FEE
A. Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the “DIR Administrative
Fee”). The amount of the DIR Administrative Fee shall be seventy-five hundredths
of a percent (0.75%) of all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.
B. All prices quoted to Customers shall include the DIR Administrative Fee. DIR
reserves the right to increase or decrease the DIR Administrative Fee during the
term of this Contract, upon written notice to Successful Respondent without
amending this Contract. Any increase or decrease in the DIR Administrative Fee
shall be incorporated in the price to Customers.
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7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to
Contract and Pricing Information, Successful Respondent shall include the following
with its webpage:
A. A current price list or mechanism to obtain specific contract pricing;
B. MSRP/list price or DIR Customer price;
C. Discount percentage (%) off MSRP or List Price;
D. Warranty policies; and
E. Return policies.
8 USE OF ORDER FULFILLERS
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent
to utilize designated order fulfillers to provide products, services, and support resources
to Customers under this Contract (“Order Fulfillers”).
8.2 Designation of Order Fulfillers
A. Successful Respondent may designate Order Fulfillers to act as the distributors
for products and services available under this Contract. In designating Order
Fulfillers, Successful Respondent must be in compliance with the State’s Policy on
Utilization of Historically Underutilized Businesses. DIR and Successful
Respondent will agree on the number of Order Fulfillers that are Historically
Underutilized Businesses as defined by the CPA.
B. In addition to the required Subcontracting Plan, Successful Respondent shall
provide DIR with the following Order Fulfiller information: Order Fulfiller name,
Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order
Fulfiller contact person email address and phone number.
C. DIR reserves the right to require Successful Respondent to rescind any Order
Fulfiller participation or request that Successful Respondent name additional
Order Fulfillers should DIR determine it is in the best interest of the State.
D. Successful Respondent shall be fully liable for its Order Fulfillers’ performance
under and compliance with the terms and conditions of this Contract. Successful
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Respondent shall enter into contracts with Order Fulfillers and use terms and
conditions that are consistent with the terms and conditions of this Contract.
E. Successful Respondent may qualify Order Fulfillers and their participation under
the Contract provided that: i) any criteria is uniformly applied to all potential
Order Fulfillers based upon Successful Respondent’s established, neutrally
applied criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the criteria.
F. Successful Respondent shall not prohibit any Order Fulfiller from participating in
other procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this
Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers,
Successful Respondent must make a good faith effort to revise its Subcontracting Plan
in accordance with the State’s Policy on Utilization of Historically Underutilized
Businesses. Successful Respondent shall provide DIR with its updated Subcontracting
Plan and the Order Fulfillers information listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 NOTIFICATION
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Lisa Massock or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: lisa.massock@dir.texas.gov
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If sent to Successful Respondent:
Robert R. Moore
Carahsoft TechnologyCorporation
11493 Sunset Hills Road Suite 100
Reston, VA 20190
Phone: (703) 871-8504
Email: Robert.Moore@Carahsoft.com
10 SOFTWARE LICENSE
10.1 Software License Agreement
DIR Contract No. DIR-CPO-5683
Carahsoft Technology Corporation – 522189693
A. Customers acquiring software licenses under this Contract shall hold, use, and
operate such software subject to compliance with the Software License
Agreement. Customer and Successful Respondent may agree to additional terms
and conditions that do not diminish a term or condition in the Software License
Agreement, or in any manner lessen the rights or protections of Customer or the
responsibilities or liabilities of Successful Respondent. Successful Respondent
shall make the Software License Agreement terms and conditions available to all
Customers at all times.
B. Compliance with the Software License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer’s compliance with the
Software License Agreement.
11 CONFLICTING OR ADDITIONAL TERMS
A. The terms and conditions of this Contract shall supersede any additional
conflicting or additional terms in any additional service agreements, statement of
work, and any other provisions, terms, conditions, and license agreements,
including those which may be affixed to or accompany software upon delivery
(sometimes called shrink-wrap or click-wrap agreements), and any linked or
supplemental documents, which may be proposed, issued, or accepted by
Successful Respondent and Customer in addition to this Contract (such additional
agreements, “Additional Agreements”), regardless of when such Additional
Agreements are proposed, issued, or accepted by Customer. Notwithstanding the
foregoing, it is Customer’s responsibility to review any Additional Agreements to
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DIR Contract No. DIR-CPO-5683
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determine if Customer accepts such Additional Agreement. If Customer does not
accept such Additional Agreement, Customer shall be responsible for negotiating
any changes thereto.
B. Any update or amendment to an Additional Agreement shall only apply to
Purchase Orders for the associated product or service offering after the effective
date of such update or amendment; provided that, if Successful Respondent has
responded to a Customer’s solicitation or request for pricing, any subsequent
update or amendment to an Additional Agreement may only apply to a resulting
Purchase Order if Successful Respondent directly informs such Customer of such
update or amendment before the Purchase Order is executed.
C. Successful Respondent shall not require any Additional Agreement that: i)
diminishes the rights, benefits, or protections of Customer, or that alters the
definitions, measurements, or method for determining any authorized rights,
benefits, or protections of Customer; or ii) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon
Customer.
D. If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to this Contract or the Purchase Order
between Successful Respondent and Customer, and Successful Respondent will
nonetheless be obligated to perform such Purchase Order without regard to the
prohibited documents, unless Customer elects instead to terminate such
Purchase Order, which in such case may be identified as a termination for cause
against Successful Respondent.
12 AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND
CONDITIONS
No exceptions have been agreed to by DIR and Successful Respondent.
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DIR Contract No. DIR-CPO-5683
Carahsoft Technology Corporation – 522189693
This Contract is executed to be effective as of the date of last signature.
Carahsoft Technology Corporation
Authorized By: Signature on File
Name: Robert R. Moore
Title:Vice President
Date: 1/16/2025 | 10:31 AM PST
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Lisa Massock
Title:Chief Procurement Officer
Date: 1/22/2025 | 4:59 PM CST
Office of General Counsel: Signature on File
Date: 1/22/2025 | 4:33 PM CST
Cooperative Purchase Agreement – Exhibit B Page 7 of 9
EXHIBIT B
DIR Contract No. DIR-CPO-5683 Pricing Index
(ATTACHED)
Brand Product Description DIR Customer Discount %
off MSRP/List Price
Armis Hardware 10.00%
BEINCOURT Hardware 2.00%
Broadcom Hardware 2.00%
Gigamon Hardware 10.00%
NowSecure Hardware 5.00%
Versa Networks Hardware 2.00%
2 - Software
1Kosmos SaaS 3.00%
Apace SaaS 2.00%
Armis Software 10.00%
Autura Software and Marketplace 2.00%
BEINCOURT Software 2.00%
Blocksi BMEE SaaS 2.00%
Boomi PaaS and Enterprise Integration Platform 2.00%
Broadcom Software 2.00%
Carahsoft SaaS 1.00%
Collibra, Inc.SaaS 1.26%
Copado SaaS 2.00%
Critical Start Software 5.00%
Cybrary Software 2.00%
D2L SaaS 2.00%
Diona Software and SaaS 2.00%
EasyVista Software 5.00%
ForceMetrics Software 2.00%
Fusion Software 5.00%
Garblecloud SaaS 2.00%
Gigamon Software 4.00%
Halcyon Software, SaaS 3.00%
HIPAA Vault SaaS 5.00%
HiPER Solutions LLC SaaS 15.00%
HipLink Software 2.00%
Indigov SaaS 2.00%
Invictus Software 2.00%
LumApps SaaS 2.00%
Lumu Technologies Software 2.00%
mavQ Software 2.00%
Medex Forensics SaaS 2.00%
Carahsoft Technology Corporation
Education Information Technology (I.T.) Products and Related Services
APPENDIX C – PRICING INDEX
DIR-CPO-5683
1 - Hardware
Brand Product Description DIR Customer Discount %
off MSRP/List Price
Carahsoft Technology Corporation
Education Information Technology (I.T.) Products and Related Services
APPENDIX C – PRICING INDEX
DIR-CPO-5683
MIDL Technology Inc.SaaS 2.00%
mLogica Software, SaaS 2.00%
NGIS SaaS 2.00%
NowSecure Software 5.00%
Nuggets USA Limited SaaS 2.00%
NYWired SaaS 2.00%
OffSec SaaS 2.00%
Pantheon SaaS 2.00%
PIXM SaaS 2.00%
PTFS SaaS 2.00%
Qualtrics SaaS 2.70%
Replica Software 2.00%
ReversingLabs Software 2.00%
S-Docs SaaS 5.00%
Societal Software 2.00%
Sprout Social SaaS 3.00%
Striveworks Software 2.00%
SumoLogic Software 5.00%
The Tomorrow Companies SaaS 3.00%
TranslateLive SaaS 2.00%
Varsity Tutors Cloud Platform 2.00%
Versa Networks Software 2.00%
VMRay SaaS 2.00%
Wasabi SaaS 2.00%
Wiz SaaS 2.00%
OpenAI Artificial Intelligence (AI)2.00%
3 - Related Services
5.00%
2.00%
2.00%
2.00%
2.00%
2.00%
1.26%
2.00%
2.00%
2.00%
2.00%
Armis
Autura
BEINCOURT
Boomi
Broadcom
Carahsoft
Collibra
Copado
CriticalStart
Cybrary
D2L
3 - Solution-based Technology
Brand Product Description DIR Customer Discount %
off MSRP/List Price
Carahsoft Technology Corporation
Education Information Technology (I.T.) Products and Related Services
APPENDIX C – PRICING INDEX
DIR-CPO-5683
2.00%
5.00%
2.00%
2.00%
2.00%
10.00%
2.00%
2.00%
15.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
2.00%
3.00%
5.00%
2.00%
3.00%
2.00%
2.00%
3.00%
2.00%
2.00%
2.00%
NOTE: Vendor's quote to DIR Customers shall include the Administrative Fee. The fee will be added
to the Firm Fixed Price and/or MSRP after the DIR Discount % off MSRP is applied.
ForceMetrics
Fusion Health
GarbleCloud
Gigamon
Diana
EasyVista
Gov2Biz
HIPAA Vault
HiPER Solutions
HipLink
Indigov
Nuggets USA Limited
NYWired
Lumapps
Lumu Technologies
MavQ
Medex Forensics
Versa Networks
VMRay
Sprout Social
Striveworks
SumoLogic
The Tomorrow Companies Inc.
TranslateLive
Pantheon
Qualtrics
Reversing Labs
S-Docs
Societal
mLogica
NGIS
NowSecure
Cooperative Purchase Agreement – Exhibit C Page 8 of 9
EXHIBIT C
Carahsoft Quote No. 55201550
(ATTACHED)
PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
11493 SUNSET HILLS ROAD � SUITE 100 � RESTON, VIRGINIA 20190
PHONE (703) 871-8585 � FAX (703) 871-8505
WWW.CARAHSOFT.COM � SALES@CARAHSOFT.COM
TO: Aubry Insco
CommunicationsAdministrator
Fort Worth Emergency Communications
3000 W Bolt St
Fort Worth, TX 76110 USA
EMAIL: aubry.insco@fortworthtexas.gov
PHC�^�F (682) 362-3360
TERMS: DIR Contract No. DIR-CPO-5683
Expiration Date: 1/22/30
FTIN: 52-2189693
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Texas VID#:1522189693700
Sales Tax May Apply
uivt iv0. N...;f NO. pFSCRIPTION
1 Assistive Call- Assistive Call-Taking Annual Subscription; Call
Taking_1300-756 Volume (900,001 - 1,300,000)
2
3
1300000 calls/year
Length- 12 months
Service Period- July 01, 2025- June 30, 2026
Invictus Apps, Inc. - Assistive_Call-Taking_1300
AutomatedQA_1300-756 AutomatedQA Annual Subscription; Call Volume
(650, 000 - 1, 300, 000)
Includes immediate baseline protocol checks for
all calls, automatic incident classification, and
custom filtering for call analytics.
Length- 12 months
Service Period- July 01, 2025- June 30, 2026
Invictus Apps, Inc. - AutomatedQA_1300
NonEmergency_270-756 NonEmergency Annual Subscription; Call Volume
(160,000 - 270,000)
Includes dynamic, conversational AI, real-time 10-
digit line
call triage and transcription, and automated SMS
followup.
Length- 12 months
Service Period; July 01, 2025- June 30, 2026
Invictus Apps, Inc. - NonEmergency_270
BTOTAL:
ROM: Sydney George
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
carahsoft�
EMAIL: Sydney.George@carahsoft.com
PHONE: (571) 662-3102
QUOTE NO:
QUOTE DATE:
QUOTE EXPIRES:
RFQ NO:
SHIPPING:
TOTAL PRICE:
TOTAL QUOTE:
55201550
06/13/2025
07/13/2025
ESD
$595,064.00
$595,064.00
I IST PRICE QUOTE PRICE QTY
$0.5600 $0.3443 TX 1,300,00
DIR 0
$0.29 $0.00 TX 0
DIR
$0.5800 $0.5462 TX 270,000
DIR
SUGGESTED OPTIONS
�"T""'^�'� pRICE
$447, 590.00
$0.00
$147,474.00
$595,064.00
LINE NO. PART NO. DESCRIPTION LIST PRICE QUOTE PRICE QTY FXTENDED PRICE
4 Assistive Call- Assistive Call-Taking Annual Subscription; Call $0.5600 $0.3443 TX 1,300,00 $447,590.00
Taking_1300-756 Volume (900,001 - 1,300,000) DIR 0
1300000 calls/year
Length- 24 months
Service Period- July 01, 2026-June 30, 2028
Invictus Apps, Inc. - Assistive_Call-Taking_1300
CONFIDENTIAL QUOTE DATE: 06/13/2025
PAGE 1 of 2 QUOTE NO: 55201550
PRICE QUOTATION
CARAHSOFT TECHNOLOGY CORP
LINE NO. P! ""VO
Automated QA_1300-756
11493 SUNSET HILLS ROAD � SUITE 100 � RESTON, VIRGINIA 20190
PHONE (703) 871-8585 � FAX (703) 871-8505
WWW.CARAHSOFT.COM � SALES@CARAHSOFT.COM
SUGGESTED OPTIONS
DE"' '�"'"' LIST PRICE Q""�' PRICE
AutomatedQA Annual Subscription; CaII Volume
(650,000 - 1,300,000)
Includes immediate baseline protocol checks for
all calls, automatic incident classification, and
custom filtering for call analytics.
Length- 24 months
Service Period- July 01, 2026-June 30, 2028
Invictus Apps, Inc. - AutomatedQA_1300
$0.29
$0.00 TX
DIR
NonEmergency_270-756 NonEmergency Annual Subscription; Call Volume
(160,000 - 270,000)
Optional Years
Includes dynamic, conversational AI, real-time 10-
digit line
call triage and transcription, and automated SMS
followup.
Length- 24 months
Service Period- July 01, 2026-June 30, 2028
Invictus Apps, Inc. - NonEmergency_270
' �GGESTED OPTIONS SUBTOT�
$0.5800
TOTAL PRICE:
TOTAL QUOTE:
*.*
carahsoft�
"TY EXTENDED PRICE
0 $0.00
$0.5462 TX 270,000
DIR
$147,474.00
$595,064.00
$595,064.00
$595,064.00
Line 1 includes:
Includes real-time transcription & translation of transcripts, AI Insights, inbound & outbound text and media, Text-to-Voice (in Spanish), EED+ELS, GPS Links, & spoken location
capture, and keyword alerts & incident flagging for Supervisors.
Line 4 includes:
Includes real-time transcription & translation of transcripts, AI Insights, inbound & outbound text and media, Text-to-Voice (in Spanish), EED+ELS, GPS Links, & spoken location
capture, and keyword alerts & incident flagging for Supervisors.
�**
3
The following terms and conditions are incorporated by reference herein: (1) the Standard Terms and Conditions for the PreparedTM Communications Service (the "Standard
Terms"�, attached hereto as Appendix A, which are also set forth at https://www.prepared911.com/terms-and-conditions, together with all Schedules attached to or
referenced anywhere below, and (2) any Special Terms if applicable, attached hereto as Appendix B.
This document constitutes the "Order" for purposes of the Standard Terms and any Special Terms. Client wishes to subscribe to and use the PreparedTM Communications
Service as set forth on this Order below and subject to the terms and conditions provided in the Standard Terms. This Order is subject to Invictus' approval.
Capitalized terms used in this Order and not otherwise defined will have the meanings ascribed to them in the Standard Terms or the other Appendices.
This Order, together with the Standard Terms and these other Appendices hereto and the Schedules attached to and/or referenced in any of the foregoing, contain the entire
agreement and understanding of the parties with respect to the subject matter hereof (the "Agreement") and shall supersede and merge all prior and contemporaneous
communications, agreements, understandings, undertakings and obligations with respect to the subject matter hereof, whether oral or written, unless the parties have
entered into a separate definitive written agreement with respect to the subject matter hereof which has been signed by the authorized representative(s) of each party. No
modification of the Agreement, including this Order or any Appendix hereto, shall be binding on either Party unless it is in writing and signed by both Parties. Notwithstanding
the foregoing, the Agreement does not supersede any Non-Disclosure Agreement or Confidentiality Agreement, if any, entered into by the parties, which shall continue to be
in full force and effect.
By signing and returning this Order, the undersigned Client accepts and agrees to the terms and conditions of this Order and the additional terms and conditions set forth in
each of the Appendices to this Order and the Schedules to this Order to the Appendices, if any, each as specified below which shall be incorporated herein by reference:
a. Appendix A— Standard Terms and Conditions for the PreparedTM Communications Service (see https://www.prepared911.com/terms-and-conditions).
b. Appendix B— Special Terms
Each of Client and Invictus Apps, Inc., intending to be legally bound, hereby confirms its agreement to the terms and conditions of this Order and the Agreement and have
caused this Agreement to be executed by their duly authorized officers as of the Effective Date set forth above.
***
CONFIDENTIAL QUOTE DATE: 06/13/2025
PAGE 2 of 2 QUOTE NO: 55201550
Cooperative Purchase Agreement – Exhibit D Page 9 of 9
EXHIBIT D
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. OFFICEUSEONLY
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.
1 Name of vendor who has a business relationship with local governmental entity.
Carahsoft Technology Corp.
2
� Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
4 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
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 � 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?
� Yes � No
5 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
s
� 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).
7
�e�� ?''`�=�� 5/9/2025
Signature of ndor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code � 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
���
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor 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
CITY COUNCIL AGENDA
Create New From This M8�C
DATE: 6/24/2025 REFERENCE NO.: M&C 25-0630 LOG NAME:
CODE: G TYPE: NON- PUBLIC
CONSENT HEARING:
F�a�T �'4�o�ri i
-�Y-
35CCPD BUDGET
AMEND 911TECH
NO
SUBJECT: (ALL) Conduct a Public Hearing and Approve Amendment to the Fiscal Year 2025 Crime
Control and Prevention District Budget to Reallocate $627,900.00 in Savings from
the Recruitment and Training Initiative to the Equipment, Technology and
Infrastructure Initiative for One-Time Funding of 911 Assistive Technology; Authorize
Agreement with Invictus Apps, Inc. in an Amount Up to $598,000.00; Adopt
Appropriation Ordinances; and Amend the Fiscal Year 2025 Adopted Budget to Reflect
these Changes
(PUBLIC HEARING - a. StaffAvailable for Questions: Keith Morris; b. Public Comment; c.
Council Action: Close Public Hearing and Act on M&C)
RECOMMENDATION:
It is recommended that the City Council:
1. Conduct a public hearing and approve an amendment to the Fiscal Year 2025 Crime Control
and Prevention District budget to reallocate $627,900.00, in savings from the Recruitment
and Training Initiative to the Equipment, Technology and Infrastructure Initiative for the
Prepared 911 project;
2. Authorize an agreement with Invictus Apps, Inc. in an Annual Amount up to $598,000.00 for
assistive 911 technology;
3. Adopt the attached ordinance adjusting appropriations in the Crime Control and Prevention
District Fund to reduce appropriations under "Police Department" by $627,900.00, and
increase the transfer to CCPD Capital Projects Fund by the same amount for an assistive 911
technology project;
4. Adopt the attached ordinance increasing estimated receipts and appropriations in the Crime
Control and Prevention District Capital Projects Fund in the amount of $627,900.00,
transferred from the Crime Control and Prevention District Fund, for the purpose of funding
the Prepared 911 project (City Project No. 106323); and
5. Amend the Fiscal Year 2025 Adopted Budget.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is (i) to conduct a public hearing and
approve an amendment to the Fiscal Year (FY) 2025 Crime Control and Prevention District (CCPD)
budget to increase funding in the Equipment, Technology and Infrastructure Initiative for one-time
funding for the Prepared 911 technology project and decrease the Recruit and Training Initiative by
the same amount from anticipated savings due to class attrition; (ii) authorize the agreement with the
vendor; and (iii) make corresponding changes to the City's adopted FY2025 budget.
The approval of this budget amendment, adoption of the appropriation ordinances, and authorization
of the associated agreement are all conditioned on the CCPD Board approving the budget
amendment, which it is scheduled to consider at a meeting later today. If the Board does not approve
the amendment, this M&C will have no effect.
Prepared 911 is a next-generation emergency response technology that has integrated live video
streaming, real-time language translation and transcription, and AI-driven data analysis into the 911
system. Implementing Prepared 911 will modernize emergency response, enhance crime prevention,
and improve public safety. This innovative technology promotes faster, more informed responses and
optimizes public safety resources. Furthermore, real-time language translation and transcription will
eliminate barriers, reducing the reliance on third-party translators and drastically improving response
times for non-English-speaking callers.
This proposal represents a cost-effective, data-driven investment in public safety, backed by proven
success in otherjurisdictions. This funding also includes $29,900.00 for a comprehensive community
education program to increase public awareness on the advanced tools and the increased public
safety access they provide.
The action in this M&C and adoption of the attached ordinance will amend the City's FY2025 Adopted
Budget as approved in connection with Ordinance 27107-09-2024, Section 2, Special Revenue
Funds, as listed on page 6 by shifting $627,900.00 in allocations within the Crime Control and
Prevention District Fund but without changing the total budget of the Fund or of the City.
This M&C approves funding for the first year of the Prepared 911 project and agreement. If the
project proves successful, funding for renewals will be requested in future years' budgets.
The funding being reallocated for this project is currently budgeted in the Regular Employee Salaries,
FICA/Medicare and Retirement accounts within the Crime Control and Prevention District Fund for the
Police Department.
This will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Crime Control and
Prevention District Fund and upon approval of the above recommendations and adoption of the
attached appropriation ordinances, funds will be available in the CCPD Capital Projects Fund for the
Prepared 911 project. Prior to an expenditure being incurred, the Police Department and Emergency
Management and Communications Department have the responsibility to validate the availability of
funds
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
William Johnson ()
Robert Alldredge Q
Keith Morris ()
35CCPD BUDGETAMEND 911TECH funds avail.docx (CFW Internal)
35CCPD BUDGETAMEND 911TECH FID.xlsx (CFW Internal)
Form 1295 Certificate 101383472.pdf (CFW Internal)
ORD.APP 35CCPD BUDGETAMEND 911TECH 26001 A025(R2)v2.docx (Public)
ORD.APP 35CCPD BUDGETAMEND 911TECH 36001 A025(R3)v2 .docx (Public)