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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. Cooperative Purchase Agreement Page 2 of 9 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 Cooperative Purchase Agreement Page 3 of 9 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 Cooperative Purchase Agreement Page 4 of 9 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. Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 2 of 9 DIR Contract No. DIR-CPO-5683 Carahsoft Technology Corporation – 522189693 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. Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 3 of 9 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 Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 4 of 9 DIR Contract No. DIR-CPO-5683 Carahsoft Technology Corporation – 522189693 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. Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 5 of 9 DIR Contract No. DIR-CPO-5683 Carahsoft Technology Corporation – 522189693 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 Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 6 of 9 DIR Contract No. DIR-CPO-5683 Carahsoft Technology Corporation – 522189693 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 Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 7 of 9 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 Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 8 of 9 DIR Contract No. DIR-CPO-5683 Carahsoft Technology Corporation – 522189693 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. (Remainder of this page intentionally left blank.) Docusign Envelope ID:D10CC8EF-38FB-4C95-94FE-70AEAC5BA51E DIR-CPO-TMP-588 Version 1.0 Rev. 3/21/23 Page 9 of 9 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)