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HomeMy WebLinkAboutContract 60027-A3R2CSC No. 60027-A3R2 THIRD AMENDMENT AND SECOND RENEWAL TO FORT WORTH CITY SECRETARY CONTRACT NO. 60027 This Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 ("Third Amendment and Second Renewal") is made between the City of Fort Worth ("City"), a municipal corporation and ConvergeOne, Inc. a Minnesota corporation ("Vendor"). WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 60027, beginning September 1, 2023 (the "Agreement") utilizing that certain agreement DIR-TSO-4339 ("First Cooperative Agreement") between Vendor and the Texas Department of Information Resources ("DIR") ; and WHEREAS, on January 22, 2024, City and Vendor entered into the First Amendment to the Agreement to extend the Agreement to expire on April 22, 2024; and WHEREAS, on April 3, 2024, Vendor and DIR entered into Amendment Number 3 to the First Cooperative Agreement, to extend the term of the First Cooperative Agreement until April 22, 2025; and WHEREAS, on April 16, 2024, City and Vendor entered into the First Renewal to the Agreement, which extended the expiration date of the Agreement until April 22, 2025; and WHEREAS, on February 7, 2025, City and Vendor entered into the Second Amendment to the Agreement to increase the contract amount by $62,500.00 for network equipment to be purchased in support of the SCADA project; and WHEREAS, on April 22, 2025, the First Cooperative Agreement and the Agreement expired; and WHEREAS, on May 19, 2025, Vendor and DIR entered into that certain cooperative agreement DIR-CPO-5375, which contains an initial term of up to two years, one optional two- year renewal, and one optional one-year renewal; and WHEREAS, the City and Vendor desire to revive the Agreement and amend the Agreement pursuant to M&C 23-0653 to incorporate the terms of the Second Cooperative Agreement. NOW, THEREFORE, the parties, acting herein by and through their duly authorized representatives, enter into the following agreement: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 1 of 6 I. AMENDMENT The Agreement is hereby amended to repeal and replace Exhibit D with Exhibit D-1, attached hereto and incorporated by reference herein as the "Second Cooperative Agreement," as authorized by M&C 23-0653. All exhibits and appendices described in the Second Cooperative Agreement are expressly incorporated by reference to Exhibit D-1. Appendix C to the Second Cooperative Agreement, attached as Exhibit C-1, is attached hereto for convenience. II. SEGMENT SCHEDULE Pursuant to the terms of the Second Cooperative Agreement, the initial term shall be for a period of up to two years, with one optional two-year renewal term and one optional one-year renewal. The initial term and the optional two-year renewal term shall be divided into annual segments, according to the table below. The City and Vendor may renew this agreement in accordance with the terms of the Agreement. Dates May 19, 2025 —May 18, 2026 May 19, 2026 — May 18, 2027 May 19, 2027 — May 18, 2028 May 19, 2028 — May 18, 2029 May 19, 2029 — May 18, 2030 DIR-CPO-5375 Term Initial Term Initial Term First Renewal Term First Renewal Term Second Renewal Term III. RENEWALS Citv Agreement SeLyment/Renewal Second Renewal — Segment 1 Second Renewal — Segment 2 Third Renewal — Segment 1 Third Renewal — Segment 2 Fourth Renewal The Agreement is hereby renewed for an additional one-year renewal term beginning May 19, 2025 through May 18, 2026, the "Second Renewal — Segment 1," as described in Section II of this Third Amendment and Second Renewal, with pricing to be in accordance with the attached as Exhibit C-1. IV. ALL OTHER TERMS SHALL REMAIN THE SAME All other terms, provisions, conditions, covenants and recitals of said Agreement not expressly amended herein shall remain in full force and effect. V. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be original, and all of which shall constitute one and the same instrument. A facsimile copy or Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 2 of 6 computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. [signatures on next page] Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 3 of 6 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Name: Jesica McEachem Title: Assistant City Manager Date: 08/06/2025 Approval Recommended: By: Gopher Harder (JL09,202511:52:19 DT) Name: Christopher Harder Title: Director, Water Department Attest: By: Name: Jannette S. Goodall Title: City Secretary VENDOR: ConvergeOne, Inc. By: Name: Kyle Wewe Title: Vice President Date: 07/23/2025 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: 9 2ry Name: Jason Lyssy Title: Compliance Manager Approved as to Form and Legality: M. ke vin Anwly-s, // By: M. Kevin Anders, II (Jul29, 202511:59:06 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 4 of 6 EXHIBIT C-1 CONVERGEONE INC. COST ESTIMATES May 19, 2025 through May 18, 2026 Service Cost Description Support services estimate for all Extreme brand Maintenance/Support $97,009.97 network gear used in the Water Utility network Replace Equipment $151,350.31 Estimated cost to replace end -of -life network gear Related Technical Services $64,139.72 Configuration and implementation services for Extreme network gear Actual spend will be determined during the Total Contract Authority $312,500.00 purchasing process and will be based upon available appropriations. Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 5 of 6 EXHIBIT D-1 Cooperative Agreement DIR-CPO-5375 Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 6 of 6 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES EXTREME NETWORKS, INC. 1 INTRODUCTION 1.1 Parties This contract for Data Storage, Data Communications & Networking Equipment 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 15t" Street, Suite 1300, Austin, Texas 78701, and EXTREME NETWORKS, INC. a Delaware For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 2121 RDU Center Drive, Morrisville, North Carolina 27560. 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-577, on 10/20/2023, for Data Storage, Data Communications & Networking Equipment and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-577, 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. Appendix D, Service Agreement template; 6. Appendix E, Master Operating Lease Agreement; 7. Appendix F, Master Lease Agreement; DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 8. Exhibit 1, RFO DIR-CPO-TMP-577, including all Addenda; and 9. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-577, including all Addenda. B. Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. 1.4 Definitions Capitalized terms used but not defined herein have the meanings given 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-577 for Data Storage, Data Communications & Networking Equipment and Related Services. At DIR's sole DIR-CPO-TMP-577 Page 2 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 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. 5 PRICING 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) 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 during the Term of the Contract products or services available under this Contract are provided at a lower price to: (i) an eligible Customer (as defined in Section 3.4 of Standard Contract Terms and Conditions) 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 DIR-CPO-TMP-577 Page 3 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 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 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. DIR-CPO-TMP-577 Page 4 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 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. Resulting Purchase Orders must reference DIR contract number; E. Warranty policies; and F. 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 DIR-CPO-TMP-577 Page 5 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 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. 15t" St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 DIR-CPO-TMP-577 Page 6 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. - 770430270 If sent to Successful Respondent: Michael Swierk EXTREME NETWORKS, INC. 2121 RDU Center Drive Morrisville, North Carolina 27560 Phone: (603) 952-5221 Email: mswierk@extremenetworks.com 10 SOFTWARE LICENSE, AND SERVICE AGREEMENTS 10.1 Software License Agreement 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. 10.2 Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Successful Respondent and DIR. Successful Respondent and Customer may agree to terms and conditions that do not diminish or lessen the rights or protections of the Customer or the responsibilities or liabilities of Successful Respondent. 10.3 Master Operating Lease Agreement DIR and Successful Respondent hereby agree that Successful Respondent is authorized to utilize the Master Operating Lease Agreement in Appendix E of this Contract for DIR-CPO-TMP-577 Page 7 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 Lessees that are Texas State Agencies or otherwise authorized to conduct lease transactions through DIR Contracts. 10.4 Master Lease Agreement DIR and Successful Respondent hereby agree that Successful Respondent is authorized to utilize the Master Lease Agreement in Appendix F of this Contract for DIR authorized entities as Lessees that are not Texas State Agencies or otherwise required by statute to utilize the Texas Public Finance Authority for such leasing transactions. Texas State Agencies that have the requisite capital authority and who are not required to utilize such authority via the Texas Public Finance Authority may or may not be eligible to utilize the Master Lease Agreement; each such agency must confer with its own counsel to make this determination. 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 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 DIR-CPO-TMP-577 Page 8 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 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 1. Section 5, Intellectual Property Matters, is hereby replaced in its entirety with the following: 5 Intellectual Property Matters This Contract does not contemplate, authorize, or support the development or acquisition of custom software, products, or services or the creation of intellectual property. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-577 Page 9 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5375 EXTREME NETWORKS, INC. — 770430270 This Contract is executed to be effective as of the date of last signature. EXTREME NETWORKS, INC. Authorized By: Sianature on File Name: John Brams Title: SVP, Americas Sales Date• 5/7/2025 1 12:17 PM CDT The State of Texas, acting by and through the Department of Information Resources Authorized By: Sianature on File Name: Lisa Massock Title: Chief Procurement Officer Date: 5/19/2025 1 8:57 AM CDT Office of General Counsel: Initials on File Date: 5/19/2025 18:32 AM CDT DIR-CPO-TMP-577 Page 10 of 10 Version 1.0 Rev. 3/21 /23 FoRTWORTH. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Third Amendment/Second Renewal to CSC 60027 - ConvergeOne, Inc. TO INITIALS APPROVER INITIALS Rick Lisenbee, Sr. IT Manager, Water Department Jason Lyssy, IT Manager, Water Department Kyle Wewe, ConvergeOne Vice President - kwewe@onec1.com Shane Zondor, Assistant Director, Water Department Jan Hale, Deputy Director, Water Department Chris Harder, Director, Water Department M. Kevin Anders, II, Asst City Attorney Jesica McEachern, Assistant City Manager Ron Gonzales, Assistant City Secretary Jannette Goodall, City Secretary Allison Tidwell, Administrative Asst, City Secretary Charmaine Baylor, Sr. IT Business Planner, Water Approver Signer Signer Approver Approver Signer Signer Signer Approver Signer Form Filler Acceptor oa.,a=o�ao, H KG EXPLANATION Attached is the Third Amendment and Second Renewal of CSC 60027, the agreement between the City of Fort Worth Water Department and ConvergeOne, Inc. The initial contract utilized cooperative agreement DIR-TSO-4339. That agreement has expired, so this amendment transfers the contract to the replacement contract, which is DIR-CPO-5375, utilizing language approved on M&C 23-0653. CSC 60027 provides hardware, software, maintenance & support, and professional services for the Water Department's Extreme brand networks. The initial term and renewals will take place according to the following table provided by our Attorney: Dates May 19, 2025 — May 18, 2026 May 19, 2026 — May 18, 2027 May 19, 2027 — May 18, 2028 May 19, 2028 — May 18, 2029 May 19, 2029 — May 18, 2030 DIR-CPO-5375 Term Initial Term Initial Term First Renewal Term First Renewal Term Second Renewal Term Citv Agreement Segment/Renewal Second Renewal — Segment 1 Second Renewal — Segment 2 Third Renewal —Segment 1 Third Renewal — Segment 2 Fourth Renewal The total contract spending authority will remain at $312,500.00. If you have any questions or concerns, please email me. Thank you, Charmaine Baylor Sr. IT Business Planner, Water IT Water Department Phone: (817) 392-6629