HomeMy WebLinkAboutContract 6411164111 CSCNo. ------
fORTWORTH@
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 Tekgration, LLC ("Vendor") 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 oflnformation Resources Cooperative Contract
No. DIR-CPO-5321;
3.Exhibit B-Texas Department oflnformation Resources Cooperative Contract
No. DIR-CPO-5321 Pricing Index;
4.Exhibit C-Conflict oflnterest 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
One Hundred Thousand and 00/100 dollars ($100,000.00). 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 ending on March 6, 2026. City shall be able to renew
this agreement for four ( 4) additional one-year renewal options by written agreement of the parties.
Provided, however, the term of this Agreement shall not extend beyond the term of Texas
Department oflnformation Resources Cooperative Contract No. DIR-CPO-5321, attached hereto
as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar cooperative
agreement ("Successor Contract") from Vendor and Texas Department of Information Resources
(DIR) and the parties agree in writing to incorporate such extension, renewal, or use of Successor
Contract into this Agreement.
Cooperative Purchase Agreement Page 1 of8
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
To VENDOR:
Tekgration, LLC
Attn: Legal Department
110 East Houston Street
San Antonio, TX 78205
With copy to Fort Worth City Attorney's Office at
same address
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
Cooperative Purchase Agreement Page 2 of 8
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable
information ("Personal Data") by any unauthorized person or third party, or becomes aware
of any other security breach relating to Personal Data held or stored by Vendor under the
Agreement or in connection with the performance of any services performed under the
Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify
City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop
such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws and shall take the appropriate steps to remedy such Data
Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all claims, suits,
causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City.
All Personal Data to which Vendor has access under the Agreement, as between Vendor and
City, will remain the property of City. City hereby consents to the use, processing and/or
disclosure of Personal Data only for the purposes described herein and to the extent such use
or processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not
transfer Personal Data to third parties other than through its underlying network provider
to perform its obligations under the Agreement, unless authorized in writing by City.
Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect
if the Data Breach is the result of the actions of a third party. All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 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
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Cooperative Purchase Agreement Page 3 of 8
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 Bovcotting Ener�v 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 A�ainst 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) wiU
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]
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The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: Dianna Giordano (Oct 13, 202512:43:39 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 10/13/2025
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Tekgration, LLC
By:
Name:
Title:
k.t<..---
Staci Beane
Principal Owner
Date: October 2, 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: Pete Riuo loct 8, 2025 13:00:0l COT)
Name: Pete Rizzo
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By: /:!:/!..1f;;� ,I',CJ:il(P:,�, Name: Candace Pagliara
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C:NIA
Approval Date: NIA
Form 1295: NIA
EXHIBIT A
TeXas Department of Information Resources Cooperative Contract No. DIR-CPO-5321
(ATTACHED)
Cooperative Purchase Agreement
DIR Contract No. DIR-CPO-5321
Tekgration LLC — 1832002617400
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Tekgration LLC
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 Tekgration LLC, a
Domestic Limited Liability Company (hereinafter "Successful Respondent"), with its
principal place of business at 110 East Houston Street Seventh (7) Floor San Antonio,
Texas 78205.
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-5321
Tekgration LLC — 1832002617400
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.
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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
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applicable. Discount levels shall not be subject to such changes, and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list,
subject to review and approval by DIR. If DIR, in its sole discretion, finds that the
price of a product or service has been increased unreasonably, DIR may request
that Successful Respondent reduce the pricing for the product or service to the
level published before such revision. Upon such request, Successful Respondent
shall either reduce the pricing as requested, or shall remove the product or
service from the pricing list for this Contract. Failure to do so will constitute an act
of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free
On Board Customer's Destination. No additional fees may be charged to Customers for
standard shipping and handling. If a Customer requests expedited or special delivery,
Customer will be responsible for any additional charges for expedited or special delivery.
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.
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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:
i. service availability;
ii. recovery time objectives; and
iii. data loss tolerance levels (also known as recovery point objectives).
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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.
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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: lisa.massock@dir.texas.ecLov
If sent to Successful Respondent:
Staci Beane
Principal Owner/ President and CEO
Tekgration LLC
110 East Houston Street Seventh (7) Floor
San Antonio, Texas 78205
Phone: (210) 729-9339
Email: staci.beane@tekgration.com
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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
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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.)
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This Contract is executed to be effective as of the date of last signature.
Tekgration LLC
Authorized By Signature on File
5taci Beane
Name:
President and CEO
Title:
2/29/2024 � 2:00 PM PST
Date:
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:
3/6/2024 � 9:33 ,4M CST
Office of General Counsel: �nitial on File
Date:
3/6/2024 � 9:07 ,4M CST
DIR-CPO-TMP-570 Page 10 of 10
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EXHIBIT B
Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5321 Pricing
Index
(ATTACHED)
Cooperative Purchase Agreement
. • •
. -.. .
Asset Panda SaaS/Inventory Management Software 6.00% Annually by Number of Assets
Monday.com SaaS/Work Management Software (TXRAMP Certified) 2.00% Per License Annually
Per Transaction or
OneSpan SaaS/Digital Signature and Security Software 5.00% Per user Annually
Rave Software / Alert Notification Solution 5.00% Various Depending on Module
S-Docs SaaS/Digital Signature Software 4.00% Per User or Per pocument
Trustifi SaaS/Email Security Software 5.00% Per User Annually
Modern Requirements Software Development Operations Solution 3.00% Per License Annually
Tekgration Support for Monday.com - Implementation
Tekgration and Training Support 6.00% Per Hour
Trustifi Managed Email Security Monitoring Support 5.00% Per Hour
Per Hour or Annually by
All SaaS Solutions Managed SaaS Asset / Inventory Management Support 5.00% Number of Assets
EXHIBIT C
Conflict of Interest Questionnaire
(ATTACHED)
Cooperative Purchase Agreement
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 oate 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.
N/A
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.
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?
N/A � 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?
N�q � 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
6
�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
Sep 2, 2025
Signature of vendor 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) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
F�RT ��RTH�}
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Tekgration, LLC
Subject of the Agreement: Cooperative Purchase Agreement utilizing Texas Department of Information Resources
Cooperative Contract No. DIR-CPO-5321 for the purchase of Monday.com
M&C Approved by the Council? * Yes ❑ No 8
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 8
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? XYes ❑ No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: Expiration Date: March 6, 2026
If�different from lhe approval dale.
If applicable.
Is a 1295 Form required? * Yes ❑ No 8
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Proj ect Number: If applicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processin� in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the infor7nation is required and if the information is nol provided, the contract will be
returned to the department.
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