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HomeMy WebLinkAboutContract 52679-A10CSC No. 52679-A10 TENTH AMENDMENT AND FIRST EXTENSION TO CITY OF FORT WORTH CONTRACT 52679 This Tenth Amendment and First Extension to City Secretary Contract 52679 is entered into by and between the City of Fort Worth ("City"), a home rule municipality, with its principal place of business at 100 Fort Worth Trail, Fort Worth, Texas, and immixTechnology, Inc. ("Vendor"), a Virginia corporation. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, on August 14, 2019, the parties entered into City Secretary Contract 52679 for Vendor to provide Professional Services, Software, and Maintenance for the Public Safety Payroll Solution Project ("Agreement"), utilizing that certain cooperative agreement DIR-TSO- 4315, entered into by the Texas Department of Information Resources and the Vendor ("Underlying Cooperative Agreement"); and WHEREAS, on September 17, 2024, the Fort Worth City Council, through Mayor and Council Communication ("M&C")24-0802, authorized the City to continue procuring equipment and services from Immix Technology on terms substantially similar to the original, should the Underlying Cooperative Agreement be replaced or extended; and WHEREAS, on December 9, 2024, the parties executed the Ninth Amendment and Fifth Renewal to the Agreement to increase the annual amount by $100,000.00 and to renew the Agreement for a one-year term to begin on January 1, 2025 and end on December 31, 2025; and WHEREAS, on May 29, 2025, the Underlying Cooperative Agreement expired; and WHEREAS, the Parties now wish to amend the Agreement to incorporate the terms of DIR-CPO-5688, the successor cooperative agreement to DIR-TSO-4315, ("Successor Cooperative Agreement"), and align the renewal terms with the renewal dates, as provided by the Successor Cooperative Agreement; and WHEREAS, the Parties now wish to extend the term of the Agreement through May 14, 2026. NOW, THEREFORE, the parties, acting herein by the through their duly authorized representatives, enter into the following agreement: I. AMENDMENTS 1. The Successor Cooperative Agreement is attached hereto and incorporated herein by reference for all purposes. The Underlying Cooperative Agreement, which is attached as Exhibits B and G, shall be effective subject to the Renewal Terms as provided herein. The Successor Cooperative Agreement, attached as Exhibits B-1 and G-1, shall become effective as provided herein. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 2. The Agreement is hereby amended to include Exhibit F-8, Quote No. QUO- 1533642-L2Z4W3, attached to this Tenth Amendment and First Extension, as an exhibit to this Agreement. 3. The Agreement is hereby amended to repeal and replace Section II of the Ninth Amendment and Fifth Renewal, to be and read as follows: The Agreement is hereby renewed for a Renewal Term beginning January 1, 2025 and ending on May 14, 2025. 4. The Agreement is hereby amended to extend the term of the Agreement for one extension term ("Extension Term"), which shall begin on May 15, 2025 and end on May 14, 2026. The terms of the Successor Cooperative Agreement shall become effective in conjunction with the Extension Term. III. MISCELLANEOUS All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect 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 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. [Signature Page Follows] Tenth Amendment and Sixth Renewal to Fort Worth City Secretary Contract No. 52679 Page 2 of 6 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: DI Gi� o (Aug 26, 202519:37:57 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 08/26/2025 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: immixTechnology, Inc. By: %e Outa�� Name:Te iy Outsama nn4 as P FORr paad 0 PV8 °td as°4�n�oagb4 Title: S u p p l i e r M a n a g e r Date: 08/21 /25 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: David Zellmer Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: M. Kevin Anders,11 By: M. Kevin Anders, Il(Aug 26,202510:40:06 COT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0802 Approval Date: 09/17/2024 Form 1295: 2023-1086843 ATTEST: By: Name: Title: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Tenth Amendment and Sixth Renewal to Fort Worth City Secretary Contract No. 52679 Page 3 of 6 Exhibit B-1 DIR-CPO-5688 Pricing Index (Attached) Tenth Amendment and Sixth Renewal to Fort Worth City Secretary Contract No. 52679 Page 4 of 6 jApryse SaaS and Software Agile Developer Tools Solution 2.00% Black Kite SaaS / Third Party Cyber Risk Management Platform Software Solution Blue Prism Software / Robotic Process Automation (RPA) Platform Solution Bluescape Software / A visual collaboration platform Solution (note: Bulk user packages minimum number of users is 500 and above) Blueshift Software / An AI -powered, cross -channel marketing platform Solution Check Point SaaS / Cyber Security Solutions for networks, clouds, and workspaces. 5.00% 4.00% 21.02% 7.55% 2.07% Check Point Software / Cyber Security Solutions for networks, clouds, and workspaces. 20.08% Software / Application for Security Platform that helps enterprises secure Checkmarx 4.00% applications from code to cloud solution. Cigent SaaS / Cyber Security Solutions. 4.00% Cigent Software / Cyber Security Solutions. 5.00% SaaS / Software To publish virtual Windows applications, desktops and Citrix 15.00% resources to remote users. Coupa SaaS and Software/ Lifecycle Agile Operations Management 5.00% SaaS Per user Subscriptions Training Solution software (Minimum number of Coursera Users License is 126) Additional Discount Package Available based on number 5.35% of Users. Hexagon SaaS / Data Management and Optimization processes 15.00% Software /Data Management and Optimization processes plus connect the Hexagon 35.00% physical and digital environments Solutions. Psychosocial Security Awareness Training and Phishing Platform Subscription Hook Security 6.00% (*Minimum Users requirement based on configuration) iStorage Software / Authentication and encryption data solution 8.67% SaaS / Workforce management and human capital management (HCM) Kronos (UKG) 0.69% solutions. Software /Workforce management and human capital management (HCM) Kronos (UKG) 19.17% solutions. Lantronix Software/ Remote networking and management solution 3.00% SaaS and Software / Comprehensive security solution that helps organizations LogRhythm 10.00% manage logs, detect threats, and respond to incidents SaaS and Software / A storing, organizing, and managing data Software MariaDB 2.00% Solution Software/ Planning, Deploying, Validating, monitoring, and troubleshooting NetAlly 15.00% wire and wireless networks. NetApp Software / Data Management Software Licenses 18.00% NetApp SaaS / Data Management Software Subscriptions 2.65% Netreo SaaS and Software / Infrastructure and Network Monitoring solution 2.00% Software / A network and application performance monitoring, security NetScout 11.31 visibility, and threat detection solution SaaS / A network and application performance monitoring, security visibility, NetScout 2.10% and threat detection solution SaaS and Software / Seamless application management across various Nutanix 8.00% environments solution Open Text Software / Information Management Solution 11.30% Open Text SaaS / Information Management Solution 1.00% Palo Alto Networks SaaS and Software - Integrated Internet Security Solutions 15.00% PegaSystems Software / Business and Customer Relationship Management Solution 10.00% Precisely Software / Data Management Solution 25.00% ProCORE SaaS or Software Construction Management Software 4.00% ProLion SaaS and Software / Proactive Data Protection Solutions 5.71% Qumulo Software / File Data Management Solution 2.00% SaaS and Software / Network security risk analytics and CyberTerrain Analytics RedSeal 20.20% Solution Relativity SaaS and Software / Data Management and Analysis Solution 5.00% SaaS and Software / Endpoint management, security, and compliance for Tanium 13.26% Digital Assets solution SaaS and Software / Comprehensive Cybersecurity and Exposure Management Tenable 4.00% Solution Thales SaaS and Software / Cybersecurity and Digital Identity Management Solutions 2.00% vBrick SaaS and Software / Video Management Solutions 17.01% VEEAM SaaS and Software / Data Back -Up and Replication Solution 10.66% Virsec Software / Run time Defense and Application Protection Workload Solution 10.00% Hardware and Hardware sales to be as Needed in order to finalized Turnkey Solution Hardware packages for Customers. Maintenance for all *Note: In the event vendor's hardware cost 2.00% brands is a pass through to the Customer the hardware will have a 0% discount. Hardware will be sold with Software as part of a Turnkey Solution. Stand alone of Hardware sales are not Allowed under this contract. Blue Prism Agile Operations - Technical Support Packages Configurations 4.00% Check Point Technical Maintenance and Support packages 2.07% Checkmarx Professional Services, Technical Maintenance and Support packages 2.00% Cigent Secure Solid -State Drive (SSD) Storage protection solution services 2.00% Citrix Maintenance and Technical Support Packages (Standard, Gold, Platinum etc..) 10.00% Coupa Maintenance, Support and Training packages available. 2.00% Software Maintenance and Technical Support Packages (Standard, Gold, Kronos (UKG) 18.69% Platinum etc..) Kronos (UKG) Implementation Services 15.46% Kronos (UKG) Training 15.88% LogRhythm Maintenance and Support Services Packages 10.00% MariaDB Training 2.00% MariaDB Maintenance and Support 2.00% NetAlly AIIyCare Support Packages 18.00% NetApp Technical and Technology Consulting Services 18.00% NetApp Maintenance and Support 2.65% Netreo Advanced Implementation (Price calculated 35% of total cost of Subscription) NA Netreo Basic Implementation (25% of Product subscription cost) NA Remote Installation Support Services for Classified Environments (15% of Netreo NA Product subscription cost) Trusted Advisor Services for $0-$100K license cost (25% of base Product subscription Netreo cost) NA Trusted Advisor Services for $100K-$1M license cost (20% of base Product Netreo subscription cost) NA Trusted Advisor Services for more than $1M license cost (15% of base Product Netreo subscription cost) NA Netreo Services based on customized package (Does not include core software customization) 1.00% Netreo Training 5.76% NetScout Maintenance and Support Service Packages 9.03% NetScout Training plus Technical and Technology Consulting Services 2.10% Nutanix Software Maintenance and Support Packages 8.00% Nutanix Training plus Technical / Professional and Technology Consulting Services 8.00% Training plus Technical Support Professional and Technology Consulting Open Text ° 1.00 /° Services Open Text Forensic and Recovery Services 2.00% Open Text Software Maintenance and Support Packages 11.30% Training plus Technical Support Professional and Technology Consulting Palo Alto Networks 3.40% Services Palo Alto Networks Software Maintenance Customer Support Packages 10.00% Maintenance and Support, Training plus Technical Support Professional and PegaSystems 10.00% Technology Consulting Services Precisely Annual Maintenance and Support 25.00% ProCORE ProLion Qumulo RedSeal RedSeal Relativity Tanium Tanium Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Technical Support Professional and Technology Consulting Services Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Training, Technical Support Professional and Technology Consulting Services Software Maintenance and Support Packages Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Software Maintenance and Support Technical Support Professional and Technology Consulting Services, which includes We -Based Training 4.00% 5.71 % 2.00% 6.50% 10.70% 5.00% 13.26% 4.00% Tenable Maintenance and Support 4.00% Technical Support Professional and Technology Consulting Services and Tenable 4.00% Training Maintenance Support Technical Support Professional and Technology Thales 2.00% Consulting Services and Training Maintenance Support Technical Support Professional and Technology vBrick 17.01 Consulting Services and Training Maintenance Support, Technical Support, Professional and Technology VEEAM 3.00% Consulting Services and Training Maintenance Support, Technical Support, Professional and Technology Virsec 10.00% Consulting Services and Training The following Software Professional Services are Services to be Performed by the Prime Vendor/or Its authorized Resellers, which are not covered by the Manufacturer Related Services listed above. All Brands Software Related - Managed Services 2.00% All Brands Educational Services 2.00% All Brands Installation & De -Installation 2.00% All Brands Product Configuration 2.00% All Brands Maintenance and Technical Support 2.00% All Brands Project Management 2.00% All Brands Licensing Management Services 2.00% All Brands Licensing Compliance Services 2.00% All Brands Product Training 2.00% All Brands Implementation Support 2.00% Technical Services not otherwise listed above All Brands 2.00% (Services provided must be within the Scope of the RFO) Services not covered under this RFO scope are: Cloud Hosting, Development, Cloud Broker and Cloud Assessment Services, Customization of Core Software, Professional or Consulting services as defined in Chapter 2254 of the Texas Government Code. E - 0 Turnkey Solutions packages to be configured based on customer requirements including, but not Discount will be limited to, Software, Hardware and Services as listed above. at the Line Item Level On -Site Services Travel expenses will be billed separately in accordance with Exhibit A DIR Standard Terms and Conditions Section 8.5 Travel Expense Reimbursement 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. Exhibit G-1 DIR Contract No. DIR-CPO-5688 (Attached) Tenth Amendment and Sixth Renewal to Fort Worth City Secretary Contract No. 52679 Page 5 of 6 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES IMMIXTECHNOLOGY, INC. 1 INTRODUCTION 1.1 Parties This contract for Software, Commercial Off -the -Shelf (COTS) 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 IMMIXTECHNOLOGY, INC. a Virginia For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 8444 Westpark Drive, Suite 200 McLean, Virginia 22102. 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-570, on February 2, 2023, for Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-570, 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-570, including all Addenda; and 6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570, including all Addenda. DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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 two (2) optional one-year renewals (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-570 for Software, Commercial Off -the -Shelf (COTS) 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. DIR-CPO-TMP-570 Page 2 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 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 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 DIR-CPO-TMP-570 Page 3 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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. 5.5 Travel Expenses Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of such services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking, and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program. Travel time may not be included as part of the amounts payable by Customer for any services provided under this Contract. The DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by the Customer. The Customer reserves the right not to pay travel expenses which are not pre -approved in writing by the Customer. DIR-CPO-TMP-570 Page 4 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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. 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; E. Return policies; F. A link to DIR's list of TX -RAMP certified Cloud Products; and G. A link to Service Level Agreements for each SaaS product awarded, which at a minimum, shall include metrics and method for calculating and reporting results, fo r: service availability; ii. recovery time objectives; and iii. data loss tolerance levels (also known as recovery point objectives). DIR-CPO-TMP-570 Page 5 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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 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. DIR-CPO-TMP-570 Page 6 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 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 Email: Iisa.massockCcbdir.texas.aov If sent to Successful Resoondent: Billy Donnelly Sales Director IMMIXTECHNOLOGY, INC. 8444 Westpark Drive Suite 200 McLean, Virginia 22102 Phone: (703) 584-9747 Email: Billv.DonnellvC�immixarouD.com DIR-CPO-TMP-570 Page 7 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 10 SOFTWARE LICENSE 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. 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 DIR-CPO-TMP-570 Page 8 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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.) DIR-CPO-TMP-570 Page 9 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 This Contract is executed to be effective as of the date of last signature. IMMIXTECHNOLOGY, INC. Authorized By Signature on File Name: Billy Donnelly Title: Director of suppliers Date: 5/13/2025 1 6:10 PM CDT 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 5/14/2025 1 5:02 PM CDT Date: Office of General Counsel: Initials on File 5/14/2025 1 4:57 PM CDT Date: DIR-CPO-TMP-570 Page 10 of 10 Version 1.0 Rev. 3/21 /23 Exhibit F-8 Quote No. QUO- 1533642-L2Z4W3 (Attached) Tenth Amendment and Sixth Renewal to Fort Worth City Secretary Contract No. 52679 Page 6 of 6 immixTechnology, Inc. a subsidiary of immixGroup Sales Quotation Kevin Gunn City of Fort Worth THE FORT WORTH POLICE DEPARTMENT 505 W FELIX ST Fort Worth, TX 76115 PH: 817-392-2015 kPvin _ni inn0fortwnrthtexas_nnv uotNumber: QUO-1533642-L2Z4W3 uotee Date: 6/27/2025 xPiration Date: 7/27/2025 'Manufacturer Quote #: Proj# 86782 anufacturer Ref #: PLEASE REFERENCE THE FULL QUOTE IMMIX NUMBER - QUO - ISSUED AGAINST THIS QUOTE Contract No.: DIR-CPO-5688 CAGE Code: 3CA29 DUNS No.: 09-869-2374 TAX ID#: 54-1912608 Terms: NET 30 FOB: Destination Order Address: immixTechnology, Inc. 8444 Westpark Drive, Suite 200 McLean, VA 22102 PH: 703-752-0610 FX: 703-752-0611 rmixTechnology, Inc. Contact: 770-625-7661 Manufacturer Contact: Stutts, Brian Brian. Stutts d,immixgroup.com - AND GOVERNMENT CONTRACT NUMBER ON ALL PURCHASE ORDERS PLEASE DO NOT MAIL PURCHASE ORDERS VIA US POSTAL SERVICE. Please email purchase order to kronos@immixgroup.com. Please include any tax-exempt certificates, where applicable. Except as specifically amended by this Change Order, all other provisions of the relevant Service Work Order or Statement of Work (as applicable) remains un- amended and in full force and effect. The project duration has been extended for the CFW PD team through 2025. This is one of a few Change orders to cover the professional services hours. The follow hours are to cover now through end of September 2025. Additional change orders will be provided for remaining services for new go live in 2026. Item Part Number Contract Trans Product Description Qty Price Extended Type Price 1 9990057-PRO-SC DIR-CPO-5688 SVC PROFESSIONAL SERVICES - TELESTAFF - Solution 400 $180.0000 $72,000.00 Consultant (per hour)** TRUSTED PRODUCT ** 2 I9990057-PRO-PM I DIR-CPO-5688 I SVC I PROFgEeS IION(per�AL ourSERVICES - TER DUCT STAFF -*Project Mana Subject to the Terms and Conditions of Contract Number DIR-CPO-5688. 50 I $180.000Oj $9,000.0C SERVICES $81,000.00 Grand Total $81,000.00 Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number, Our Quote Number, Part Numbers, Bill -To and Ship -To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. The identified line items are Trusted Products under the immixGroup Trusted Supplier Program. immixGroup Trusted Supplier Program Policies, Commitments and Guarantees/Warranties can be obtained at: http://www.immixgroup.com/uploadedFiles/Trusted-Supplier-Program_Guarantee-and-Warranty.pdf All Pricing information is confidential Paae 1 of 1 Quote # QUO-1533642-L2Z4W3 ACITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas FoRTWORTti REFERENCE **M&C 24- 041MMIXTECHNOLOGY PUBLIC DATE: 9/17/2024 NO.: 0802 LOG NAME: SAFETY PAYROLL SOLUTION SOFTWARE CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize an Amendment to City Secretary Contract No. 52679 with immixTechnology Inc. to Authorize an Increase to the Annual Contract Amount for Professional Services, Software, and Maintenance for the Public Safety Payroll Solution Project by $293,749.00 with a 10% Contingency Starting in Fiscal Year 2025, for an Annual Total Not to Exceed $1,043,749.00 for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize an amendment to City Secretary Contract No. 52679 with immixTechnology Inc. using Cooperative Contract Texas Department of Information Resources DIR-TSO-4315 for the Information Technology Solutions Department, this amendment will authorize an increase to the annual contract amount for professional services, software, and maintenance for the Public Safety Payroll Solution project by $293,749.00 with a 10\% contingency starting in Fiscal Year 2025, for an annual total not to exceed $1,043,749.00 for Fiscal Year 2025 for the Information Technology Solutions Department. DISCUSSION: This Mayor and Council Communication (M&C) requests authorization to execute a contract amendment to City Secretary Contract (CSC) 52679, a purchase agreement with immixTechnology Inc., using Cooperative Contract Texas Department of Information Resources (DIR) DIR-TSO-4315. The purpose of this amendment is to add an increase in the authorization amount for software, maintenance, and the associated professional services in an amount of $293,749.00 with a 10\% contingency starting in Fiscal Year 2025. The annual contract amount will not to exceed $1,043,749.00. This authorization ensures continued service of the technology licenses while the Public Safety Payroll Solution project continues. BACKGROUND: On June 11, 2019, City Council approved M&C P-12339 authorizing a purchase agreement with immixTechnology Inc. for Kronos Workforce TeleStaff software, professional services, support, and maintenance using Cooperative Agreement Texas Department of Information Resources DIR-TSO- 4315 for a first -year amount of $462,120.19 and four renewal options for maintenance for $60,540.00 each year. CSC 52679 was executed August 19, 2019. On September 28, 2021, City Council approved M&C 21-0732, authorizing a third amendment to CSC 52679. The purpose of the third amendment was to purchase and implement UKG Workforce Dimensions software and to consolidate UKG Telestaff Enterprise software for the City's Police and Fire Departments in the amount of $740,326.40 for implementation. Licensing and maintenance costs were authorized for $490,284.60 annually, including two additional renewal terms for the same annual amount. M&C 21-0732 approved the technology elements of the proposed public safety payroll solution. In February 2023, the Information Technology Solutions Department (IT Solutions) identified billing errors associated with immixTechnology, Inc.'s invoices to the City. IT Solutions worked with the vendor to resolve the identified billing issues and the parties mutually agreed to place any amounts owed under the terms of the contract on hold ($450,000.00). The City and Vendor have since resolved the outstanding billing issues. However, concurrent with the investigation, CSC No. 52679 expired. With the contract expired, the City is unable to release funds for the amount in arrears. This M&C requests authorization to execute a contract amendment to CSC 52679 to renew the agreement for an additional one-year term so that the City may pay the $450,000.00 mutually placed on hold. Simultaneously, IT Solutions requests authorization to increase the contract amount by $200,000.00 annually for professional services to support the ongoing public safety payroll solution. The total cost of the contract, including the UKG Workforce Dimensions and UKG Telestaff Enterprise software licenses ($450,000.00 in arrears) and professional services ($198,000.00), will not exceed $650,000.00 for Fiscal Year 2024. The one-year renewal term may increase by 3\% for the following year. On February 27, 2024, City Council approved M&C 24-0137 authorizing a contract amendment to CSC 52679, to renew the contract for an additional one-year term and include an option for one additional one-year renewal term. The amendment will also increase the authorization amount for the associated professional services in an annual amount up to $200,000.00, for a total annual contract amount of $650,000.00. The total cost of the contract, including the UKG Workforce Dimensions and UKG Telestaff Enterprise software licenses ($450,000.00 in arrears) and professional services ($198,000.00), not to exceed $650,000.00 for Fiscal Year 2024. The one-year renewal term may increase by 3\% for the following year. On July 1, 2024, the City executed Amendment No. 07 for CSC 52679 to apply an administrative increase in an amount not to exceed $100,000.00, for a new total annual contract amount of $750,000.00. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for the purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: In the event the DIR agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative agreement. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. The City will initially use DIR contract DIR-TSO-4315 to make purchases authorized by this M&C. The DIR-TSO-4315 Cooperative Contract is set to expire February 28, 2025. If DIR-TSO-4315 is extended, this M&C authorizes the City to purchase similar equipment and services under the extended contract. If DIR-TSO-4315 is not extended but DIR executes a new cooperative contract with immixTechnology Inc. and with substantially similar terms, this M&C authorizes the City to purchase the equipment and services under the new DIR contract. BUSINESS EQUITY: A business equity goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval, the initial term of the agreement will become effective once executed by the Deputy City Manager and will expire on February 28, 2025, in accordance with the DIR contract. The Agreement may be renewed in accordance with the extended DIR-TSO-4315 cooperative agreement or its successor. RENEWAL OPTIONS: This agreement may be renewed for one one-year term, in accordance with the underlying DIR or its successor, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. The one-year renewal term may increase by 3\% for the following year. Funding is budgeted in the ITS Capital Fund for the Information Technology Solutions Department for the purpose of funding FY21 Public Safety Payroll Solution project. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the FY21 Public Safety Payroll Sol project to support the approval of the above recommendation and execution of the amendment. Prior to any expenditure being incurred, the Information Technology Solutions Department has 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_ Mark McDaniel () Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Mark DeBoer (8598) ATTACHMENTS 041MMIXTECHNOLOGY PUBLIC SAFETY PAYROLL SOLUTION SOFTWARE.docx (Public) FID Table Immix.v2 2024-08-23.XLSX (CFW Internal) FORM 1295 CERTIFICATE 101121946.PDF (CFW Internal)