2194 RESOLUTION NO.
A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE A LOCAL
PURCHASING AGREEMENT BY AND BETWEEN DLT SOLUTIONS,
LLC AND THE CITY OF WEST MEMPHIS FOR PROCUREMENT OF
PRODUCTS AND SERVICES UNDER AWS COOPERATIVE
PURCHASING AGREEMENTS AND FOR OTHER PURPOSES.
WHEREAS A.C.A. §19-11-249 provides that a public procurement unit may
participate in a cooperative purchasing agreement for the acquisition of any commodities or ,
services with one or more external procurement activities in accordance with the agreement
entered into between the participants; and
WHEREAS,the City of West Memphis is a public procurement unit and
competitive bidding has been performed through the external procurement activities; and
WHEREAS,the City of West Memphis is in need for a local purchasing agreement
to be executed by and between DLT Solutions, LLC and the City of West Memphis for the
procurement of products and services under AWS Cooperative Purchasing Agreements;
and
WHEREAS,the public works committee and budget committee have approved of
the local purchasing agreement between DLT Solutions, LLC and the City of West
Memphis;
NOW,THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF WEST MEMPHIS,ARKANSAS,that the Mayor is authorized to
execute a local purchasing agreement by and between DLT Solutions, LLC and the City of
West Memphis for the procurement of products and services under AWS Cooperative
Purchasing Agreements to provide pods and software for sixteen sanitation vehicles in
accordance with the agreement and attachments which is an exhibit to this Resolution.
ADOPTED this day of 2019.
GIS(,Gcs n
MA CO M. McCLENDON, Mayor
ATTEST:
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GRAY, City C rk
RECEIVED
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LOCAL PURCHASING AGREEMENT BY AND BETWEEN
DLT SOLUTIONS LLC AND THE CITY OF WEST MEMPHIS, AR
FOR THE PROCUREMENT OF PRODUCTS AND SERVICES UNDER
AWS COOPERATIVE PURCHASING AGREEMENTS
This Local Purchasing Agreement ("Agreement") is made and entered into this 10th day of April,
2019 ("Effective Date") by and between the City of West Memphis Arkansas ("City"), an
Arkansas municipal corporation (type of entity), and DLT Solutions, LLC ("Contractor") for the
procurement of products and services via Amazon Web Services ("AWS") under a separate
cooperative purchasing agreement entered into by Contractor.
WITNESSETH
WHEREAS, Contractor is a member of the U.S. Communities Government Purchasing Alliance
("U.S. Communities') which seeks to reduce the cost of purchased municipal and local goods
and services through strategic sourcing that combines the volumes and the purchasing power of
public agencies nationwide; and
WHEREAS, U.S. Communities and Fairfax County, Virginia ("Lead Public Agency") issued RFP
#2000001701 on behalf of itself and other local government agencies ("Participating Public
Agencies") ssoliciting proposals from qualified suppliers to enter into a Master Agreement for a
complete line of Technology Products, Services, Solutions and Related Products and Services
("Products and Services"); and
WHEREAS, Contractor, as a qualified supplier, entered into a Master Agreement with the Lead
Public Agency on April 10th, 2019 and has been awarded Contract#4400006643 ("Acceptance
Agreement") on February 23, 2016 by the Lead Public Agency for the provision of Products and
Services through Amazon Web Services ('AWS") pursuant to Section 3.1.4 of the RFP and
Contractor's network of providers; and
WHEREAS, the RFP provides that other Participating Public Agencies may, through Contractor,
purchase Products on the same terms, conditions, and pricing as set forth in the Master
Agreement; and
WHEREAS, pursuant to A. C. §19-11-249. the City of West Memphis is authorized to enter into
such cooperative purchasing agreements with the Contractor as a Participating Public Agency;
and
WHEREAS, it is in the best interest of the City of West Memphis to purchase municipal products
and services pursuant to such cooperative purchasing agreements to reduce administrative
costs and to take advantage of volume discount pricing; and
WHEREAS, DLT Solutions, LLC is willing and able to provide such products and services to the
City of West Memphis based on the terms and conditions of the Master Agreement in addition to
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applicable City of West Memphis Purchasing Policies and Procedures, local ordinances, and
state law;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties intending legally to be bound, hereby agree as follows:
This Agreement incorporates herein by reference, as if stated verbatim herein, the following
attachments:
A. Exhibit No. 1 — Request for Proposal (RFP#2000001701)
B. Exhibit No. 2 — Contract and Amendments
C. Exhibit No. 3 - Scope of Services
D. Exhibit No. 4 - Cost of Services
E. Exhibit No. 5 — City of West Memphis Exceptions which is attached and incorporated
Capitalized terms herein shall have the meaning as set forth in the RFP.
Purchases made by the City pursuant to this Agreement shall be made by duly issued City
Purchase Orders. Any conflicts with any other terms and conditions set forth in the Master
Agreement or other contractual documents shall be resolved in favor of the Master Agreement.
This Agreement shall be binding upon and inure to the benefit of the Parties and their successors
or assigns; provided, this Agreement shall not be assigned or otherwise transferred to a third party
without the prior written consent of the non-assigning party.
All notices which are required or permitted herein shall be in writing and shall be deemed
sufficient if delivered personally, sent by facsimile transmission, or sent by registered or certified
mail (postage prepaid, return receipt requested) or express delivery, to the parties at their
addresses or facsimile numbers set forth below which may be changed from time to time by
notice to the other party:
CITY OF WEST MEMPHIS:
Attn: Kenneth Johnson
Title: Purchasing Agent
Address: 511 E. Jackson
West Memphis, AR 72301
Fax:
DLT Solution, LLC:
Attn: Seth Anderson
Address: 2411 Dulles Corner Park, Suite 800.
Herndon, VA 20171
Fax:
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TERM. This Agreement shall not be binding upon the parties until it has been signed first by the
Contractor and then by the authorized representatives of the City in accordance with applicable
ordinances, laws and regulations.
The Initial Term of this Agreement shall commence on the Effective Date and shall terminate on
the date of the Master Agreement. After the Initial Term, the City may exercise the option to
renew, on an annual basis, this Agreement for an additional term of 12 month. The City will
notify the Contractor of its intent to exercise each option, in writing, at least 30 days prior to the
end of the then-current term.
RIGHTS IN DATA. The City grants to Contractor a fully-paid up, royalty free and perpetual
license (with a right to sub-license) in and to the reports, studies, plans, models, drawings,
specifications, and any other information or data of any type produced under this Agreement for
internal use by Contractor (or its authorized sub-licensee or third party service provider pursuant
to a duly executed agreement with Contractor) on an aggregated, anonymized basis.
CITY OF WEST MEMPHIS DLT SOLUTIONS, LLC
By: �e4e4 By:
Title: (Zo✓L- Title:
Date: — d Z 2 Date: � 1
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DLT Solutions, LLC City of West Memphis
By: �&- ::�' jxgy
(Sig` ture) (Signa(re)
Name: JY tiP - y�'l, l �X�rS Name: "A I,cr o
(Print) (Print)
Title: K.1 1''� e{-c� ck Tit';e:
Date: Z11M119 Date: Z.e 2_11f
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CITY OF WEST MEMPHIS EXCEPTIONS
City of West Memphis (hereinafter referred to as "the City") and DLT Solutions, LLC ("Supplier"),
a business incorporated in Herndon VA, F.ETN. 54-1599882, having its principal place of
business at 2400 Dulles Corner Park, Suite 800, Herndon, VA 20171, are this day entering into
a contract and, for their mutual convenience, the parties are using the standard form contracts
provided by Supplier. This addendum, duly executed by the parties, is attached to and hereby
made a part of Supplier's standard form contracts and together shall govern the use of any and
all Amazon Web Services products, services and solutions, associated Amazon products and
services and any related products and services licensed by the City whether or not specifically
referenced in the order document.
As used herein, the term "contract" shall mean Supplier's standard form contract(s) and any and
all exhibits and attachments thereto, and any additional terms and conditions incorporated or
referenced therein. The term(s) "Customer", "You" and/or"you", as used in the contract(s), shall
mean, as applicable, City, or any of its officers, directors, agents or employees.
Supplier's standard form contracts are, with the exceptions noted herein, acceptable to the City.
Nonetheless, because certain standard clauses that may appear in, or be incorporated by
reference into, Supplier's standard form contract(s) cannot be accepted the City, and in
consideration of the convenience of using those forms, and this form, without the necessity of
specifically negotiating a separate contract document, the parties hereto specifically agree that,
notwithstanding any provisions appearing in the attached Supplier's standard form contract(s).
none of the following shall have any effect or be enforceable against the City or any of its
officers, directors, employees or agents:
1. Requiring the application of the law of any state other than the State of Arkansas in
interpreting or enforcing the contract or requiring or permitting that any dispute under the
contract be resolved in any court other than a circuit court of the State of Arkansas;
2. Requiring any total or partial compensation or payment for lost profit or liquidated
damages by the City, or its officers, directors, employees or agents if the contract is
terminated before its ordinary period;
3. Imposing any interest charge(s) contrary to that specified by Arkansas Code Annotated
4-57-104;
4. Requiring the City to maintain any type of insurance either for the benefit of the City or
for Supplier's benefit;
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5. Granting Supplier a security interest in property of the City or any of their officers,
directors, employees or agents;
6. Requiring the City or any of its officers, directors, employees or agents to indemnify or to
hold harmless Supplier for any act or omission;
7. Limiting selection and approval of counsel and approval of any settlement in any claim
arising under the contract and in which the City or any of its officers, directors,
employees or agents is a named party;
8. Binding the City or any of its officers, directors, employees or agents to any arbitration or
to the decision of any arbitration board, commission, panel or other entity,-
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ntity;9. Obligating the City, or any of its officers, directors, employees or agents, to pay costs of
collection or attorney's fees;
10. Permitting Supplier to access any City records or data, except pursuant to court order, or
as required by law.
11. Permitting Supplier to use any information provided by the City except for Supplier's own
internal administrative purposes, or as required by law;
12. Requiring the City to limit its rights or waive its remedies at law or in equity, including the
right to a trial by jury; and
13. Establishing a presumption of severe or irreparable harm to Supplier by the actions or
inactions of the City;
14. Limiting the liability of Supplier for property damage or personal injury;
15. Permitting Supplier to assign, subcontract, delegate or otherwise convey the contract, or
any of its rights and obligations thereunder, to any entity without the prior written consent
the City except as follows: Supplier may assign all or any of its rights and obligations to a
third party as a result of a merger or acquisition or sale of all or substantially all of its
assets to such third party provided assignee agrees in writing to be bound by the terms
and conditions set forth in the contract and provided such third party is a U.S.- based
entity or maintains a registered agent and a certification of authority to do business in
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Arkansas, or to an affiliate of Supplier, provided Supplier remains liable for affiliate's
compliance with the terms and conditions set forth in this Contract;
16. Not complying with contractual provisions 1, 8, 10, 11, 12, and 13 at the following URL,
which are mandatory provisions, required by law or by the Fairfax County Purchasing
Resolution which are hereby incorporated by reference:
http://www.fairfaxcounty.gov/purchasing/po/termsandcondition htm.
The terms and conditions in documents posted to the aforementioned URL are
subject to change pursuant too action by the legislature of the Commonwealth of
Virginia or a change in the Fairfax County Purchasing Resolution as adopted by
the Fairfac County Board of Supervisors. Software Publisher is advised to check
this URL periodically;
17. Not complying with the contractual claims provision of the Fairfax County Purchasing
Resolution which is also incorporated by reference;
18. Enforcing the United Nations Convention on Contracts for the International Sales of
Goods and all other laws and international treaties or conventions relating to the sale of
goods. They are expressly disclaimed. UCITA shall apply to this contract only to the
extent required by Arkansas law.
19. Not complying with all applicable federal, state, and local laws, regulations, and
ordinances,
20. Requiring that the City waive any immunity to which it is entitled by law;
21. Requiring that the City, which is tax exempt, be responsible for payment of any taxes,
duties, or penalties;
22. Requiring or construing that any provision in this contract conveys any rights or interest
in City data to Supplier;
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23. Obligating the City beyond approved and appropriated funding. All payment obligations
under this contract are subject appropriations by the West Memphis City Council for this
purpose. In the event of non-appropriation of funds for the items under this contract, the
City may terminate, in whole or in part, this contract or any order, for those goods or
services for which funds have not been appropriated. This may extend to the renewal of
maintenance services for only some of the licenses granted by Supplier. Written notice
will be provided to the Supplier as soon as possible after legislative action is completed.
There shall be no time limit for termination due to termination for lack of appropriations:
24. Permitting unilateral modification of the contract by Supplier;
25. Permitting unilateral termination by Supplier of the contract or the licenses granted
thereunder, or permitting suspension of services by Supplier, except pursuant to an
order from a court of competent jurisdiction, or as required by law;
26. Requiring or stating that the terms of the Supplier's standard form contract shall prevail
over the terms of this addendum in the event of conflict;
27. Renewing or extending the contract beyond the initial term or automatically continuing
the contract period from term to term;
28. Requiring that the contract be "accepted" or endorsed by the home office or by any other
officer subsequent to execution by an official of the City before the contract is considered
in effect;
29. Delaying the acceptance of the contract of its effective date beyond the date of
execution;
30. Defining "perpetual" license rights to have any meaning other than license rights that
exist in perpetuity unless otherwise terminated in accordance with the applicable
provisions of the contract;
31. Permitting modification or replacement of the contract pursuant to any new release,
update or upgrade of Software or subsequent renewal of maintenance. If Supplier
provides an update or upgrade subject to additional payment, the City shall have the
right to reject such update or upgrade;
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32. Requiring purchase of a new release, update, or upgrade of Software or subsequent
renewal of maintenance in order for the City to receive or maintain the benefits of
Supplier's indemnification of the City against any claims of infringement on any third-
party intellectual property rights;
33. Prohibiting the City from transferring or assigning to any entity the contract of any license
pursuant to the contract;
34. Granting Supplier or an agent of Software Publisher the right to audit or examine the
books, records, or accounts of the City other than as may be required by law;
The parties further agree as follows:
35. Supplier warrants that it is the owner of the Software or otherwise has the right to grant
to the City the license to use the Software granted hereunder without violating or
infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary
right of any third party.
36. Supplier agrees to indemnify, defend and hold harmless the City or its officers, directors,
agents and employees ("City's Indemnified Parties") from and against any and all third
party claims, demands, proceedings, suits and actions, including any related liabilities,
obligations, losses, damages, fines, judgments, settlements, expenses (including
attorneys' and accountants' fees and disbursements) and costs (each, a "Claim" and
collectively, "Claims"), incurred by, borne by or asserted against the City's Indemnified
Parties to the extent such Claims in any way relate to, arise out of or result from: (i) any
intentional or willful conduct or negligence of any employee or subcontractor of Supplier,
(ii) any act or omission of any employee or subcontractor of Supplier, (iii) breach of any
representation, warranty or covenant of Supplier contained herein, (iv) any defect in the
Software, or (v) any actual or alleged infringement or misappropriation of any third
party's intellectual property rights by any of the Software. Selection and approval of
counsel and approval of any settlement shall be accomplished in accordance with all
applicable laws, rules and regulations. In all cases the selection and approval of counsel
and approval of any settlement shall be satisfactory to the City against whom the claim
has been asserted. This indemnification provision shall supersede any infringement
indemnification provision set forth Supplier's standard form contract(s). No limitation of
liability provision included in the contract shall apply to Supplier's Indemnification
obligations under this paragraph.
37. The City shall not be required to maintain as confidential any information, data, or
records, that have not been properly designated as trade secret or proprietary
information pursuant to Arkansas Code Ann. §25-19-105(9)(A) and are not otherwise
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exempted from the privisions of the Arkansas Freedom of Information Act, Arkansas
Code Ann. §25-19-101 et seq.
38. All information provided by the City pursuant to the contract shall be treated as
confidential information and shall not be disclosed by Supplier, its employees, agents or
subcontractors, except as specifically set forth in the contract documents. The City's
confidential information shall include, but shall not be limited to: (a) Protected Health
Information, as defined in HIPA& and (b) any personally identifiable information included
in information provided by the City.
Supplier shall indemnify and hold the City harmless including, its officers, trustees,
employees, and agents, from any and all claims, penalties, fines, costs, liabilities or
damages, including but not limited to reasonable attorney fees, incurred by the City as a
direct result of the acts or omissions of Supplier, its employees, officials, agents, or
subcontractors that cause a failure to maintain confidentiality of information as required
under the contract and applicable law, including but not limited to breach of HIPAA
requirements and unauthorized access to, or failure to maintain confidentiality of,
personally identifiable information. Supplier will promptly provide notice to the City of
any breach of security or confidentiality of information provided by the City and shall be
responsible for actions required to cure such breach resulting from Supplier's action or
inaction. This indemnity obligation is supplemental to any other indemnification
obligation set forth in this Addendum. No limitation of liability provision included in the
contract shall apply to Supplier's indemnification obligations under this paragraph.
This contract, consisting of this City of West Memphis Exceptions Addendum and the Supplier's
standard form contract and any all exhibits and attachments thereto, and any additional terms
and conditions incorporated or referenced therein, constitute the entire agreement between the
parties and may not be waived or modified except by written agreement between the parties.
IN WITNESS WHEREOF, the parties have caused this contract to be duly executed as the last
date set forth below by the undersigned authorized representatives of the parties, intending
thereby to be legally bound.
SIGNATURES ON FOLLOWING PAGE
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