HomeMy WebLinkAboutContract 52085 (2) City Secretary Contract No._5a0&5
a
FORTWORTH,
2
G ��S PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client'),a home-rule municipal corporation situated
in portions ofTarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and GTS Technology Solutions, Inc. ("Consultant"), a Texas Corporation, and
acting by and through Britta Butler its duly authorized Vice President of Sales and Staffing. City and
Consultant are each individually referred to herein as a"party"and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
I. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments to the Statement Of Work;
3, Exhibit B—Professional Staffing Hourly Rates and Right to Hire/Placement Costs;
4. Exhibit C—Non-Disclosure Agreement;
5. Exhibit D—Network Access Agreement;
6. Exhibit E—Signature Verification Form;and
7. Exhibit F—DIR-TSO-3504
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term"Consultant'or"Contractor"shall include the Consultant or Contractor,and its officers,agents,
employees,representatives,servants,contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services for the purpose of staff augmentation,permanent placements,
and specific contractor project duties as defined by the City for technology related services. Specifically,
Consultant will perform all duties outlined and described in the Statement of Work,which is attached hereto
as Exhibit"A" and incorporated herein for all purposes, and further referred to herein as the"Services."
Consultant shall perform the Services in accordance with standards in the industry for the same or similar
services.In addition,Consultant shall perform the Services in accordance with all applicable federal,state,
and local laws,rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the
terms and conditions of this Agreement shall control.
GTS Technology Solutions.Inc. OFFMAL f-COR®
Professional Services Agreement-Technology
Rev.9/2017 CITY SETliY
FT. WORTH,TX
City Secretary Contract No.
2. Term. This Agreement shall commence upon final execution("Effective Date")and shall
expire on July 28,2019("Expiration Date"),unless terminated earlier in accordance with the provisions of
this Agreement or otherwise extended by the parties.
3. Compensation. The City shall pay Consultant per terms of individual executed work
orders in accordance with the provisions of this Agreement and Exhibit"B,Professional Staffing Hourly
Rates and Permanent Placement Costs,"which is attached hereto and incorporated for all purposes herein.
Each work order shall set forth the name of the Consultant personnel to provide the services, the specific
project to which the personnel will be assigned,the specific services to be provided by the personnel,the
start and end date of the work to be performed, the hourly rate or salary of the personnel; and any other
regulations as agreed to by the parties that may apply to the specific personnel. In no event shall the City
be liable for any overtime rates or overtime pay for Consultant personnel, regardless of the number of
hours worked by Consultant personnel. Consultant shall be solely responsible for any required overtime
pay for its personnel.
This is a non-exclusive Agreement, and services will be provided by Consultant based on the
City's staffing needs and the availability of qualified Consultant resources. No specific contract amount
is guaranteed. The Fort Worth City Council has authorized a total aggregate appropriation for staff aug-
mentation contracts,including this Agreement,in the amount of$2,100,000.00 annually. Invoices will be
paid by the city based solely on the hourly rates set forth in Exhibit B. All compensation is inclusive of
all work orders and expenses.
Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing.
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered
up to the effective date of termination and Consultant shall continue to provide the City with
GTS Technology Solutions,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 2 of 31
City Secretary Cohiract No.
services requested by the City.and in,accordance with this Agreement up to the eIfective date of
termination.Upon termination:of this Agreement for any reason,Consultant shall provide the City
with copies of all completed or partially completerd documents prepared under this Agreement.In'
the.event.Consultant has.ieceived,access to City information or.data as a.requirement to perform
services hereunder,Consultant shall return all City provided data.to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential.lnforination.
5..1. Disclosure of Conflicts.Consultanthereby warrants to the City that Consultant has
made full disclosure in writing of any existing or.potential conflicts of.interest related to
ConsultanPs services underthis:Agreemeitt.ln the eventthat arty contliets.ofinteresfarise after the
Effective hate of this.Agreement,Consultant hereby agrees immediately-to make full disclosure to
the City in writing:
5.2: Confidential Inforthatidn. The:City acknowledges that Consultant may use
products,maiddals,or methodologies'proprietaryto Consultant<The-City agrees that.Consultant's
provision.of services under.thisAgreement shall not be grgunds.for the.City to have or obtain.any
rights in suwh.proprietary products,-materials,or methodologies unless the.parties have executed a
separate written agreemdrit with respect thereto. Consultant,for itself.-and its officers,agents and
employees;agrees that it shall treat:ali information provided to it by the*City("City Information")
as corifrdentiaTand shall notdisclose.any such information to..a third-p;tAy without the prior written
approval of the City.
5.3. Unauthorized Access; Consultant shall:store and maintain City Information in a
secure manner and shall not allow unautliorized users to access;modify;delete or otherwise corrupt
City Information in ahyway..Consultant shall iiotify the City immediately if the security or integrity
of any.City information has been compromised or is believed to have been compromised;in which
event;.Consultant shall,.in good faith,use commercialty reasonable efforts to cooperate with the i
City in identifying what,information.has been.accessed by unauthorized means:and shall fully
cooperate with the City to-protect.surli I.information,frpm further unauthorized disclosure.
6. Ri t to Audit. 1
1
6.1; Consultant agrees that the City shad, until the.expiration of three(3)years after
final payment under this Agreement,have access to and-the right to examine at reasonable times
any directly pertinent Books, documents, papers and records of the Consultant involving ;
transactions.relating to this Agreement.at no additional cost to-the,City.Consultant agrees that tate
City shall have access during.hormal working.hours to all necessary.Consultant.facilities and shall
be.piovideii ade4tWe and'appropri ate work space iir.order to:conduct audits in compliance with the
provisions of this section. The City shall.give Consultant not.less than 1:0 days written notice.of
.any,intended audits.
6.2. Consultant-further agrees to include.in all'its subcontractor agreements hereunder
a provision to theeffei t.'that the subcontractor agrees that the City shall,until-expiration ofthrm
(3)years after final payment of the subcontract, have-access to and the right to examine at
reasonable.tirh8 any directly pertinent books,documents,.papers.and records.ofsuch subcontractor
involving transacfiQns related to the subcontract, and further that City shall have access.during
.normal working hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in-order to conduct audits in compliance with-the provisions of•this paragraph. City
GTS Technology Sorytiom%Inc,
Protessianel.Srn ins itEreeinrnt.-Teetmology
.Rev.9=7 Page 3 e31
City Secretary Contract.No.
shall give subcontractor not less than 10 days written notice of any.intended audits.
.7. Independent Contractor. It is expressly.understood and agreed that Consultant.shall operate.
as an independent contractor as to all rights and privileges,granted herein,and not.as agent, representative
or employee of the City.Subject to and in accordance_.with the conditions and provisions ofthis Agreement;
Consultant shall have the exclusive right to.control the:details.of its operations and activities and be solely
responsible. for the acts and, omissions of its officers, agents., servants, employees, contractors and.
subcontractors. Consultant acknowledges that the doctrine. of respondeat superior shall, not apply as:.
between the City, its officers; agents, servants and employees, and Consultant, its officers,.agents,
employees,servants,contractors and.subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and.Consultant..It is fui-ther
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers,agents..servants; employees.or sijhtontractors,of Coi nsultaht shall.be entitled to any elnployment
beriefits from the City.Consultant shall.be responsible and.liable for any and all payment:and reporting of
taxes on behalf of itsetf,.and any of.its officers,agents,servants,employees or subcontractors.
8. LIABILITY AND INDEMNIFICAT1tON,
8.1. INABILITY - CONSULTANT SHALL.BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED$TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S)t. MALFEASANCE OR INTENTIONAL
MISCONDUCT OF .CONSULTANT, ITS. OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8:2. INDEMNIFICATION - CONSULTANT HEREBY .COVENANTS AND
AGREES TO INDEMNIFY,. HOLD HARMLESS AND DEFEND. THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,.FROM AND AGAINST ANY AND
,ALL CLAIMS OR LAWSUITS OF.ANY KIND OR CHARACTER,WHETHER:REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING.ALLEGED
DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH,.TO"ANY AND.ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH:THIS AGREEMENT,TO THE EXTENT
CAUSED BYTHE ACTS OR OMISSIONS OF CONSULTANT,ITS OFFICERS,AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
{
8.3.1. The Consultant warrants that all Deliverables,_or any part.thereof,
.furnished hereunder, including but not limited _to: programs, documentation,
software,analyses.applications,methods,ways,and processes(in this Section 8C each
individually referredto as a"Deliverable"and collectively as the."Deliverables,")do
.not infringe upon or violate. .any patent,copyrights,trademarks,service marks,trade
secrets,or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement. ,
8:3:2: Consultant shall.be liableand.responsible for any and all claims.made
GTS Technology Solu(ions,Inc.
Profesiional.Seryiecs:Agreement-Technology
Rev.9/2017 Page 4 of 3I
i
3
City Secretary Contract No.
against the City.for.infringement of anypatent,copyright,trademark,service'mark,
se
trade cret,or other intellectual propertyrights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in anyway connected
With providing the services; or the Cityts continued use .of the Deliverable(s)
hereunder.
8.3.3. Consultant agrees to;indemnify, defend"t 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 this Agreement, it being
understoodthat this agreement to indemnify,defend,settle.or pay shall:not apply if
the City:modifies or misuses:the Deliverable(s).So long as Consultant bears the cost
and expense of payment for claims or actions against the City pursuant to this section
8,Consultant shall have the right to conduct the defense of any.such claim or action
and all:negotiations for itsaettlement 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 :necessaryto protect the City's interest, and
City.agrees to cooperate with Consultant 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 this 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, Consultant shall.fully participate and cooperate with the City in
defense.of such claim or action. City agrees to give Consultant timely written notice
of any such claim or action,with copies of all papers City may receive relating thereto.
Notwithstanding the.foregoingi.the City's,assumption of payment_of costs.or expenses
shall trot elimina#e.ConsuItant's duty to indemnify the City under.this Agreement.If
the Deliverable(s), or any part thereof,is held to infringe .and the use thereof is
enjoined,or restrained or, if as_a. result of a settlement.or compromise, such use is
materially adversely restricted,Consultant 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 equAllysuitable,compatible,and
functionally equivalent,'non4nfringing Deliverables)at no additional charge to City;
or (d) if none of the .foregoing alternatives_is reasonably available. to Consultant,,
terminate this Agreement; and refund all amounts paid to Consultant by the City,
subsequent to which termination City may seek;any and all remedies available to City
under law:CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND.AMOUNTS SET FORTH."IN
SECTION.10 OF THIS AGREEMENT.
9. Assignment and Subcontracttn .
9.1: Consultant shall not assign or_subcontract any of its duties; obligati.on5 or rights
under this Agreement without the prior written consent of.the City: If the City grants consent to an
assignment,the assignee shall execute.a written agreement With the City and the Consultant:under
Which the,.assignee agrees to be bound by the duties and. obligations of Consultant under ibis
Agreement. The Consultant and assignee shall be jointly liable for all obligations.under this
GTS'rechnology solutions,Inc_
Professional Services Agrceiricni-Technology
Rev.9!2017 Page 5 of'3t
City Secretary!Cobtract No.
Agreement prior to.the assignment. If the City:grants consent to a subcofittact;.the 8ubcontra6for
.shall execuicii.wfitten agreement with the Consultant
tAnt refer eindirig this Agre.eMeni under which the
subcontractor shall agree to be bound by the duties and obligations of the.Consultant under this
Agreement as such dudes and obligations tant,shall provide the City with a
fully executed copy of any such-subcontract.-
1-0.� Insurance.
10.1. The. s following,f-on ultant shall carry the:follp Ing insurance coverage With a cbnipaqy that
is licensed to do business in'Texas'or otherwise.approved by the City.
10.1.1. Cotntnercial-Geribr.alLiabilityt
Combined limit :of not less than $2,000000 per-
occurrence;S- 4,000,000.aggregaw;or:
10.1.1.2.. Combined- limit of not lessthan $1,000,000 per
occurrence; $2,000-000, aggregate And Umbrella Covemaeln the amount. of
$4,00.0,000. Umbrella -policy shall contain a tollow-f6rm provision.and shall
include.coverage for personal.and.'Odverti4og injury,
10.03. Defense costs shall be outside the limits of liability.
10.1:2. Automobile Liability Insurancecovering any vehicle used. in providing
services under This Agreement, including-owned, non-;owned, or hired vehicles, With.*.-a
combined limit of not-less-than$1,000,000. per occurrence.
10.).1, Protessional Liability(Errors&Omissions)in theamolunt'of$11,000,000
per clalm and.11,000,000 aggregate in
. gate*li it-
10.1.4. Stait6tory -Workers' Compensation and Employers? Liability Insurance
requirements per the amount required by:statute:
10J.5'. technology Liability(Errors&Omissions)
10.15A. Combined limit of not less :than- $2,060,,000 per
occurrence;$4mil,li.on aggregate or
Combined limit. -of not less than $1,000,000 per
occurrence; $2,0.00,000 aggregate. mid Umbrella Cove gpo in the amount of
$4,000,0.00.:-Umbrella policy shall contain it.follow-forth provision and -shall
-include coverage for personal and advertising 'The umbrella.policy-shall
cover amounts for any claims not Covered by the.-priMary. Technology. Liability
policy.Defense costs.shall be outsidelbe.limits*ofliability.
10.1.53. Coverage shall include, but not be limited to, the.
following:
Failure to prevent unauthorized access;
Pc4cmionA.Sci.vk-esAgreement-Twbnolou
Rev'*%20]'7 Palo 6 431
C.ity'Secretary Contract No.
10J.5.31. Unauthdrized disclosure of informatio'n;
10.3.53-3, Implantation of malicious code or computer
virus;
1.0*.L-53.4. Ftaud, Dishonest.or Intentional Acts YAM final
adjudication language;
1,0.1.5.3.5, INTENTIONALLY DELETED
10.1..5.3.6. Technolp& coverage may be provided-through
an endorsement. to the CommercW. General Liability.(CGL) Policy.,.a
separate policy specific to Technology E&0; or an umbrella policy that
picks, do coverage- after primary coverage is exhausted.Either is
acceptable if qdVera$'e meets.all'other requirements.Technology c.Qyerage
Pliall be w*tten to indicate that legal costs-and fees are considered:outside
of the Policy limits and.shall not-erode limits of liability. Any deductible
Will be the sole.responsibility of--the Consultant and'.may not exceed
$50,000 without. the Written -approval of the City, Coveta
. gp "I be.
cliirfis-inado,.With a retroactive or-prior sets date that.is on or before.the
eMctive date of this Agreement. CQveragD.:sbal.1. be.maintained''t6r:the
duration of the contractual agreement and for two (2) years following
completion.of services provided. An annual certificate of insutance;br a
M copy bf-the'policy if requested, shall be submitted to the City to
eVidence coverage;and
19.13.3,7.. Any other'.tnsuram.e::as,reasonably requested by
City.
10.2. General..Insurance-tteqtdrements:
10'.2.1. All applicable policies shall name the City as an additional insured
'thereon,as its'interestsrosy-appear. The term City shall include its employees,officers,
officials,agents;pd*vohMteM:.in_respect to the contracted services..
10.21. The workers' Compensationpolicyshall indlude:a Waiver of Subrogation
(Right of Recovery)in favor of the Cfty'of F6rt Worth.
102:3.
0.2-:3. A mitfitnuffi of Thirty (39) days'"notice of cancellation or reduction in
limits ofcoverage al i 0
qrage�sh ]'be provided t the City. Tep(10)day4'-.notice shall be:acco tabi b
p
in the event of non-payment
nV of premium. Not-ice.shall be sent to the Risk Manager,City.
of Fort Worth, 1.000 Thtockmortbti, Fort Worth, Texas 76102, with,'copies to the City-
Attorney at the same address.
10.2.4. The 'insurers for all policies.must be licensed andjoT approved to do'.
business in the State of Texas, All insurers must'have a Minimum rating of A-VII in the
current A.''Best Key leafing Guide,'orhave reasoliably,equivalerrt financial.strength and.
solvency to the-.satisfaction of-Fisk MAnagement. If the,rating is below.that required,
written approval Of RiA Managbrhentis.reqdifed.
GTS Teclft]o�Sqlu"Qpfi,lur'..
hb6iii6eni StMeft AVeehent-Tedinolpa
Rev.-§=17 PaSel of31
City Secretary Contract:N9.
10.2,5. Any failure on. the pail of the.: City to request. required insurance
documentation shall not*constituie a waiver of the insurance requirement.
10.2-4. Certificates of Insurance evidencing that the Consultant has.*Obta ined all
-required insurance shall be delivered to.and approved by the City's Risk Management
Division prior to execution of this Agreement.
It. Compliance with Liiws,.Ordinafices.-R-ules-and'Regulations. Consultant agrees.to comply-
With.all applicable fed6izl, state and local laws, ordinances, rules and regulations. if the.City notifies
Consultant of any violafio;i of such laws, ordinances,.rules or regulations,-Consultant shall immediately
desist ftom and correct-the-violation.
12. Non-Qiscrimination Covenant: Constift6jit fbr itself, its personal representatives,assigns,
subcontractors and successors in interest,as part-of the consideration her'ein,.agrepsiliat.in the,`performance.
ofConsultant's duties and obligb4ons hereunder, it.shall not.discriminate in the treatment oremployment
of any individuaLor group of indiyiduals-on any basis probibitod bylaw. Ifahy claim aTises fromazi alleged-
violation of this: non-discrimination covenant by- Consultant,. its -pet'sonial*representatives, assigns,
subcontractors or successors iii.interest, Consultant agrees to assume such liability and to indemnify-and
defend thb.City and'hold th&City'hirinlets from such claim.
11 Notices.__�Notices required pursuant to 'the provisions of this Agreement shall be
conclusively determined.to have been delivered when.(!) hand-delivered to the dthei party,. Its agents,
ernployees,-servants,.or.representatives,.(2). delivered by facsimile with elettrbnic cbn'fiiihaAon of the
transmission,or.(3)received by the other party by United States:Mail,registhred,return receipt requested,
addfessed-as fb]16ws:
TO THE CITY: TO CONSULTANT-
City of Fort WQrtb GTS T&bnol'ogy.Solutions.
Attn:Assistant City Manager Attn: Je'firy Keitsos Staffing Account ExpqWye
200 Texas Street 9.211-"Wdterfbrd'Ce�pjre Blvd.,Ste, 1-25
Fort Worth TX 76102 Austin,TX.797.58
Facsimile:(81.1)392-6-134
With.Copy to the City Attorney
at same address
14. Solicitation of Emplgyees. Neither the City nor Consultant shall,during-ft term of this.
Agreement and additionally for.apetiod'of one y6ak after its t6dninati6n,-solicit-16r 6rdpjQ.yniontor employ,,
wbothef As employeeor independent contractor, any person who is or has been:employed by the other
durihgtheterni of this Agreement,without-the prior written consent of the.person'semployerThis provision
steal!not apply to an employee'who re4i ponds.to,a-general so�icitation.or advertisetnentof
employment by
either party.
15. Gimmmental Powers. It is understood and agreed that by-execution of this Agreement,-
.the
greement,-the'City does not waive or-surrender any of iis.'governhi6rital powers.
16. No Waive The faffuee:bfthe City &'Consultant to insist upon the perfo rance.of any
OTS Ted molov S014dom;like.
PrWfi3AmW Scvi -AScwwt-Ted"ogy
Rev 9W1
City Secretary Contract 74o,
term or provision.of this Agreement or-to-exercise any nightgranted'hetejn shall.-not constitute a waiver of
the Ofty. '0.orConsultant's.respective right to insist upon Appropriate performance ot.toasls'ett any such right'
on any.tutuTeoctasion.
17. 'Governing-Law and Venue, This Agreement sihall be.construed inaccordance with the laws
of the State o€Texas.If any ac#on,whether real'-or-asserted., at law-or in equiM is brought on th6 basis-'of
thisA eement,venue for such action shall lie' instate courts located inTarrantCount';
. ..9r. y Tdias or the-Unit6d
Slates District CourufoOho Northern Distrktoffdxas,Fort Worth".Division.
18. Sevetability. If arry pi6vis-Ion of this Agreement is 'held to be -invalid, illegal or-
urienforceable,the validity;legality and enfbraepbility of the remaining provisions shAll not in any way be
.
affected or.impaired.
.
19. Force MWeure.. The City And Consultaht:shall exercise their best efforts to in.pet ibeir
respective duties and.obligglions'ag set forth inthis Agreemeh but shall not be held liable for qnydelay or
. tl�
omission in perfoiTriatice'due to forge.-n*jeu'r .e or other ca'uses-beyond,their reasonable.control (force.
majeM),M6 ludin&-but not' in'ted.to,compliance With any goveymetit law,ordinance.by regulation,acts
of God,.acts of the p4blic enemy, fires, strikes; lockouts, natural disasters, wars,rift, materihi or labor
restrictions by:any governmrrital authority..transportation pr6blems and/or any other-Mrhilar causes.
20. -Headih&j Not Controlling Headings and titles used in,this Agreement are for referencepurposes only arid shall not be deerned'a.,paft.qf this Agreement.
21. Review of Counsel.•Theparties:acknowledge that each party:and.its counsel have reviewed
OiisAgreement and that the normal rules of construction to the effect that any arilbigpities.are to be resolved
again]st the drafting party shall not be effioldybd in the inteipreiation'of this Agreement or exhibits hereto.
22. Amendments-. 34o.amendment of this Agreement shallbe binding upon a.party hereto
unless such amendment is set, forth in a written instrument; And duly -exetut6d. by -an 4uthoriied
Tepresentalive of each
Tarty.
23. EnineV'-ofAueetnent ThisAgmemehtjnchiding any exhibits attached hereto and any
documents incorporated beMh by-reference,contains the entire understanding and agreement between the
City and Consultant,their assigns and,successors in.interest,as to the.mattem...contained herein.Any,prior
or contemporaneous oral or written agreement is hereby declared.ritill--and-void to the extent in conflict With
any provision of thisAgrqement.
14- CounteMarts. This Agreement may be executed in one or more counterparts-and.each
d6hriterpart shall,for all
purposes;be d6em.ed an original,butall such counterparts shall together constitute
Gneafid them instrument.An executed Agreement,-modification,ameridmont,.or separate signature page
shEill.constitute a duplicate if it is transmitted through electronic means",such.as fax oi e-mail,and reflects
the sighing:of the document by any party. Duplicates--are.valid and binding even if An original paper
document-bearing each party's original signature is not delivered.
25. Warranty of Services..Consultant warrants that-its-services-will be of a professional quality
and donfohn1:6 generally prevWfling industry standards..City mustgi:ve:wrftten notieo,of any breach of this.
warranty within-thirty(10)days from the date that the.services are-completed. ln'such evddt;.atCbnsUltarWs,
option, Consultant shall either (a) use commercially reasonable efforts to re-perfoft the services in 'a
manner that conforms with the warranty, or (b) refund the fees paid,by the City to Cqnsultafit for the
nonconforming.services.
OTS T=hr
40 kk
..V sowimk
ifflim"Services T.-hT,.AOU
kzv.W2017 Pagq9tflf
Cky.Secretary Contract No,
26. Acceptance. CITY shall review and approve time sheets for each Consultant employee
.promptly at the end of each week.Crf Y's approval of such tune,sheets shall be evidenced by its signature
theteon or,if electronic time sheets are used;by the electronic approval.method'in the applicable electronic
timekeepingIsystem. Such approval.shall constitute acceptance•of the work performed by the Consultant
employee(s) and CITY's agreement to.pay. Consultant. Acceptance:by CITY shall not be unreasonably
withheld.CITY must-provide written notice to-Consultant a good-faith dispute within 10 days of-receipt.of
the time sheet.CITY shall be deemed.to have accepted the time sheet and the services provided if CITY
falls to notify Consultant of such a,dispute:or falls to approve within 10,days of receipt of the time sheet.
Time'sheets-shall be.consolidated_by Consultant employee,by.week.
27. Network Access:
27.1. City-NetworkAccess..If Consultant,and/or any of its employees,officdrs,agents,
servants or subcontractors(far purposes of this section"Consultant Personnel");requires accessto
the City.'s computer rietwork in order to.provide the services herein; Consultant shall execute:and
comply with tbe Network Access Agreement which is attached,hereto as Exhibit ".D" and
incorporated herein for all purposes.
271. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel,requires access to.any federal law enforctinent database or any federal criminal history
record information.system,.including but.not limited to.Fingerprint Identification Records System
("FIRS'),Interstate Identification Index System i"III System',National Crime.lnformation Center
("NCIC')er:National Fingerprint File("NFF'j;or Texas Law Enforcement,Telecommunications
Systems("TLETS"),that is'-governed by and/or defined.in Title 28,Code of Federal Regulations
Part.20 (4CFR.Part.20'x,for the purpose of providing.services for the administration of'criminal
.justice as defined therein on behalf of the City,or the;Foit Worth Police Department, under this ;
Agreement, Consultant shall Comply.with the Criminal Justice Tnfot'mation Services Security
Policy and CFR Part 20, es mbended, and 'shall separately execute the 'Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes, '
modifications,.alteiationt,.or amendments shall'be made to the-Security.Addendum.The.document
must be eacecuted as is;aiid as approved by the Texas Department of Publie Safety and the United
States Attorney General.
28, Immigration KatiignalityAct. The City of Fort Worth actively supports the.Immigration&
Nationality. Act (INA) which includes provisions addressing .employment. eligibility, employment
verification, and.nondiscrimination. Cbhsuhant shall verify the identity and employmenf.eligibility of all
employees who perfofm work under this Agreement.Consultant shall complete.the Employment J:Iigibility
Verification Form (I-9); maintain photocopies -of all -supporting employment,.eligibility and identity
docitmentation for AI employees,andupon request,provide.City with.copies of all I-9 forms and supporting
eligibility documentation for.eacb.employee who perforins work under this Agreement.Consultant ghall
establish appropriate.-procedures.and controls so that no services will be performed.by-any employee who
isnot legally eligible to perform such services: Consultant shall'pprovide City with'.a certification letter-that
it has complied With the verification-requirements required by this.Agreement.Consultant shall indemnify
City from any penalties or liabilities due to violations,of:this provision. City.shall have the right to
immediately terminate this.Agreemc*for violations of thisprovision by Consultant.
29. InfbmAl Dispute Resolution.. .Expeptintheevent oftermination pursuant Section.4;2,.if
either City.or Consultant has a claim,.dispute,of othermatteriimgpestioh for breach ofduty,.obligatiOtis,services
rendered.or any warranty that arises under this Agreement;the-parties.shall fast attempt to resolve the Matter
GTS Tedrdgagy Solum& Im.
P+Qdeisia f�e`r imA*eiti ent;'ibcW6gy
Rev.00f7 page 10.Qf 31
City Secretary.Contract.No..
through this dispute resolution process. The.disputing party shall-notify-the other party in writing as soon as
practicable.after.discovering the.claim,dispute;or breach. The notice.shall state the nature of the dispute and
list the party's specificreasons for-such dispute: Within ten(10)business days of receipt ofthe'notice,both'
parties shall eommencethe.resolution process and make a good faith effort;either through email,iliail;phone_
conference,in person meetings,or other,reasonable means to resolve Ao..claim,dispute,breach or other-matter
in question that mayadi a out of or in connection with this Agreement. Ifthe.parties fail to resolve the dispute
within sixty(b0)days of the date of receipt of the notice of the dispute,then the parties may submit the:mattet
fo mon-binding mediation in TarrantCounty,Tex
ps,.uponjwritten consent of.authorized representatives of both.
partes in accordance with the Industry Arbitration Rules of the.American Arbitration.Association or other
applicable..rples.gaverning-mediation then in effect-The mediator shall be agreed to by the parties.Each party
shall be.liablie;fr r•its own expenks;,includirig..aitorney's fees;-however,the parties.shall.-share,equally.in
the costs of the mediation:If the parties carinotresolve the dispute through mediation,then either party shall
have the right to exercise any.W,01 remedies available under law regardingthe di3pute. biotwitirstanding the
fact.that the parties maybe attempting.to.resolve a dispute in•accordance with this•.informal dispute
resolution process,the parties agree to continue withoutdefay all of.their respective'duties arid obligations
under this Agreement not affected by the Aispute. Either party may, before or during.(he exeracise of the
infbftal.dispute resolution process set:forth herein, apply to a court having jurisdiction for'a temporary
restraining..order br preliminary injunctipn where such-relief is necessary toprotect its,interests.
30. Na l3oycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,.the City is ptbhibited 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"Israel during the term of the contract. The terms "boycott Israel." and
"company"shall have the meanings ascribed to those terms in Section 808At1.1 Qfthe.Texas:Govemment
Code. By signing this contract, C.csullant certifies that Co&tdtanl's si8nature provides Written
verification to t/re.City lhat Cvnsatttans:(1)dbes'reat.iw}+catllsrael; and(2)will Writ bow itlsrael during
the term Of the contract.
31. Reporting Requirements:
31..1: 'For purposes ofthis section,.the words below shall have the foUowing meaning:
31.1.1.. Child shall;Wean a person under the age o€1$years of age.
31.12:. Childpoinography means an image of a child engaging insexual conduct
or sexual performance as defined by Section 43.25 ofthe,Texas Penal Code.
31.1:3: .&O*puter means an electronic, magnetic, .optical, electrochemical, .or
other high-speed data proCessiilg device that :performs,logical, arithmetic, or rnemory
functidri�by the rhanipulationg of electronic or.magnetic.impulses a;idincludes.all 1hiput,
output,processing,storage,or communication facilities that are connected or related to the..
device,
31.1.4. -ConTut&mahnician:meanl an individual Who,in the course and scopeof
employment or business,installs,repairs,or otherwise services a computer for a fee.This
shall-include.installation-of software,hardware,and maintenance services.
31.2. Reporting Requirement. If' Consultant meets the definition of Computer
Technician as:defined herein,and while providing services pursuant to this.Agreentent, views an
image on a computer that i$or appears to be chitd..poinography;Consultant shall irrmediaiely report
GTS T=hWo W SoA lom inc•.
'Pror"OFW Services AgremeM-Techdo(w
Ctev.9120!! Page 11 or31
CitySecretary Contrvfd No.
the discQyqry of the imaV.to the City and toa localotstate law enfiorcemei-A agency or the Cyber
Line at the National'Center for Missing and Exploited Children.The Tepoft.must*include-the
name and address of the owner or peirs'bn claiminga fight to possession of the computer,.if known,
.andaspermitted by-law:Failure by Consultant to make the report required herein may:result in
.Criminal and/or civil penalties.
32. Signature Authority. The person signing-this agreement hereby warrants that.he/she has
the legal authority to execute this agreement on behalf of the'respective and that such binding
authority has.been granted.by proper order,resolutiork,.&dinance or-other authorization of the entity.This..
Agreemen%and any aniftdm6nt(i)hereto,may be en6uted*by any authorized representative of Consultant
whose name, tifle"abd ftnature is affixed.on. the Verification of Signature Authority r6rin, whieh-is
-attached hereto as EAibjt"F'and incbrporat;herein by reference. Each.party is fully entitled t6--rely on
these wafthfies and.representations in entering info this.Agreement or�aM amdndmehl hereto.
A Survival ofPro-visjons..The.parties'duties and.obligations pursuant1b-SOctioh 4.-4.(Du.t.les-
and Obligations),5(D.is.closure-of Conflicts and Confidential Infor6ation), Section 6(Right toAqdit),and
Section 8(Liability and Indemnification)shall survive termination of thisAgreement..
(signature page follows}
Pwizli":Se�vtie Aowmeht-•T=hnWoU
Rev.9=14 Page 12 orm
City Secretary Contract.'No.
Executers in multiples this th4w—
,do.of
,Lr
ACCEPTED AND AGREED:
cTry-.
CITY OF FORT WORTH CONTRACT.COMPLIANCE MANAGER
-
By signing I abkhowledge that I arifthd p6rs66
mspodsible,for the wnit6jring:and adininiertition of
this including ensuring all oe ff-brftahce-and
reporting mg re * Me
Ry' UaAA.Lk�� A41v-,*-, . I
Name: Susan Alanis
Tihe-' Assistant-0ty Manager
Date: By.
Name Steve Sftiffert
Title: A"ss.istaint.DiroctorITSolutions
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY-,
By:
'Name 13y:
7-10e; ,Vla '-J-0fin.-B.Stf
ond--
ATTEST: Th Assistant Cit Attorney
C0NT.'RACTAUTHOR1ZATJ(>N:
M&C C-28999
jpateApproved- t/2kb19
OR7��j
Nfirne'- Mark.I-Xays
'M 1295 Certification No':2018425924
Tift; Ci
:3:
CONSULTANT: " - -,.
GTS
ONSUL,TANT-
GTS Technoh Soluqons,Inc. ATTEST:
Y.
NA—Me: Britta.Rutler Name:
Title: Vee Presk nt of Sales and Title:
Sia ir�g
Date:
Qfs,reclinology sorutions jr1c,
ProfcssionW S=i=AVwment-Tochmic" CITY SECRETARY
kcv.01101
1
FT. AN,TX
City Secretary C. oTiU=tNq..
EXHIBIT A
STATEMENT OF WORK
Requirements-Statement of Work and Contractor Response
On an-as needed basis-,.the City of Fort Worth will pro:Wde'.2 Requttsmentg.Statement of Work CRSOW)
for aresponse from Contra.ctbr..Contractor must submit-a response in the manner and timeframe as deter-
mined-and set forth" the Require ents SOW.
in M
1; Staff Augmentation:_
For staff augmentation,the City will provideahRSOW.-thatincludes the skill set required for-the clontrac*
employqio(s)-rieeded.and an estimated length of time the C.ontt.actor..e.mpioyee(s).a're.needed.. The RSOW
vA]IbedMd6dinto.at list three sections orexhibits. The first section will identify at a minimum,the billing
rate for standard workwael and an overtirne'billing rate(if boplicable). The second section will Include the
expected qualifications of the Contractor emplbyee*(s and the expected results of the.workto be performed.
'The IW section or exhibit Will be the latest version of the City of Fort Worth.j6b description-that best de-
scribes theduties and qualifications and rds.the need-fdr.therequested Contractv.employee(s). There will
also be a.section for authorized signatures by both the Contractor and the,City;
'Z PcWects needed by1he CityofFort Worth-,
When the City needs Contractor employe6fs)to assist with.an.identified project the City will provide an
RSOW to the Contractor outlining the'Ckys needs.for the specific proj'edt, Elernentsof the RSOWinclude
but, limited to:
(a)' scope
-(ti) Out of,Scope:
.(c) Customer ObjecWet
(d) Customiar requested dates for project to be Nly'implem' ented In test andfor production
(p) City of Fort Worth pointof"contact
.M Business rules
(9) Business Flow diagram
-(h) Security,considerations-
.(Q Interfaces
ijj Technical Requirements
(k Capacity Planning
(1) Impact Assessment
(M)Issues
(q) Reporting Requirements
(o) Deadline for Contractor Response.
:As a part of the Contract Response, the Contractor will be expected to.address the issues as outlined In
the RSOW.To accomplish' the objectives in the RSOW the.Contractor will indicate,at arvinimUrn,the skill
sets for the cto'rernployee(s),the number of Contractor employee(s)needed,and Jistthe,C6ntractor
4 'fq*(s)who meet the -'included
mp rements set.out. t.he.City resume shall be for each
Contractor employee named. Additionally,. the.Contractor will des.pribet.he proposed paymer4lems, The.
Contract's response should tie th
e in e form of a-work order that includes includes p!ace-forsignatbres of-art at4thor-
ized representative from both the Contractor and the City.
3. Permanent Placements:.
GIS TePhWomy S"dmkw,
Pmfissimai Soviets Ajmcdx-a--:.TedwWoSy
Rev.411017 PW 14 aM
City-Secretary Cqnt.mo']Jo.
Ifthe City.isseeking.referrals fdra permanent placement,the Contractor may submit candidates'fbr con-
sideration to be hired. If the.City hires an individual referred by the Contractor, then the-City will pay a
percentage of the (see Eklilbit B)'for eiithor�a contracted
.9 _p6rsqnwh9 has not contra edWork
for the City :or an individual who has worked at Idast-th"M6 months as a Contractor-employe'
dontractor,Tesportsibliftles In the referral process include but are not limited to..
A. Ensure that the yeferred candidaks)has the mi6imum qualification&for the posted job,.At
a minimum,the Contractor should ensure that the.last-ten years of work history Is provided.
B. Ensure-that the
his referred canddate(s) has the legal.right-to work*in the United States In
accordance with Siontion.29 of this Agrparh.ent.
41 Contractor will complete a background chock of all candidates.Updh request,.the
information can be-provided.to the City If the candidate signs a release form.
2. Contractor will provide-the fallowing information for each Contractor employee
MorWrig-on-sit In Qity:fa�irdes or off. site on any City equipment:
�a. P .
.anOidater Information
L Hill legal name
III. Date of Bir th
iii. DriV4fs-ficehse number and state of issue
M Proof of negative drug.test'
4. Local Candidates,
For each response to a City of Fort Worth RSOVV Contractor will make a.good faith effort to ensure that
Ciu,aliffed residents of the City of.Fort Worth areincluded as part ohhe recruitment process for a Statement
of Work or Candidate Referral pr6ceim..A qualified resident is defined,as a person(p)meeting-the-minimum
-job qiialifidaUons as requested bkthe.CItjIh its RSOWand.l-iving-irisid6t.he,FortWbrthcity limits atthe.time
of the request.
ars TocMdba 361uuord:1M_
Piafeuioniil.Scryibci A*emnim--Ttchno1qw
Iter_MCI 17 Pop 13 df31
City Secretary Contract No,,
EXHIBIT B
Professlonat Staffing Hourly Rates and Permanent Placement Cost
7.. Professional Staffing Hourly Rates
DIR-TSO-3504
p.flCln� '
T Not tri ''ed Rate i pet Fieur) —
1 T6Chrloi0p-TVpe
Categor+ Title lr*yaJ Lk gpf y' Care rn'ier�ing
jNTZ 7
Rate Rite list
Deuelo err Analyst 1. 575A " .Jc ' S76,56
Programmer/ _—_. _ _
Developer Developer Anal std
Analyst
DeveJa per analyst 3
Developer 1 $f2,95 $71.20
Programmer/ ---
beveloper Developer 2
Developers r99- 97.251 rQ°,�t�
Software Test Analyst
Software Test — ---
Analyst Software Test Analyst 2
Software Test Ana}yst 3 :$76.^. `'. �Al + r+e..].3 j
Applications -
TechnicalWriterI
Technical _ - �.... . . :
Writer Technical Writer 2 5 —5 1 _ i z 3., _ <cr5-5f
Technical.Writer3 sc-6 11 ,. €' 'Q $76-10
Business Analyst i ';� GE $7U-1 $76.10
Business ---^-
Analyst Buslness,ArlaJ st2
.'105. 4.. t 1�ti:?S �106.Q1
Business Analyst 3 j
1- t
SystfRm Analyst 1 � 5s25 fi,i-�S $iii-37
System ,. - .
Analyst SysWmAnal st2 $?5,7 ;— ,E1:t�3 $91,5?J'
mArpalySt 3 88-43 SI02-.47 SIOEAG#
Data Man- Database Database Architect 1. .�' S X83.38'`
agement Architect Database Architect 2 $93. 2 ` ' L $97.31
an Tachnology 5clutioan►,lir.
Ptgr£46iu d ServioEs Agn~aiiy nC-7`echnolM
IYce MOW paw 16 U:Jj
City Secretary Contract'No.
.Database Architect 31Z
Data Warehouse Architect _ �%:<•. ,.;.r.. _ �? ;���_
1 $#3 2 � f3$ 8i38,SB
Data Ware'.
Data Warehouse Architect k
house 2Jrr$8 $4 �4
Architect
�.i!I- Sc - •.:4'::14>i 'iv�r - :;`FY �j"
Data Warehouse Architect
•,.).:> L::S�:�f':^.::R'=l:\
Database Administrator 1
Database.
Administrator Database Administrator 2 � � �; 2D154
Database Administrator 3axK 5152 �,1ii37
E r r Enter rise Architect 1 r: 38SZ=' :_ <
riteiSe Ente rise p rp ya, "Sa,.
Architect Architect 2
Enterprise Architect 2 6 .,. s
.Y.:1. :'4Y�v«iJi•+�!Y„` rt:�' =•L .�•�'S�. {.c4_'p ','�-`YTy
Pro'
Projectjest Manager 1 xrwa.
Pr Manager
Project
Project Manager 203Caw :Y:, ,T2
Manage
Pro ect Lead 1 1IEl $7M a:: ' ' 4fD7s
Ment j F<:x, _: - R = ; ..F..;y. .w
Project Lead --
Project Lead Z OR
\`;j- 5`:.}„g=,.- yyy.•.,..;_ _ ''<(r a'y`_,l� Cj;37;;_
Network Network Engineer 1
Engineer $ w1333=3<., 51�2318<
Network Engineer 2'
Telecom
Network Administrator.! t;•:,:.a59�rZ`s:
Networking r
Network
Administrator Network Administrator 2 4: 5615 ;y� 7= ' r..s x•_15:;
f%rvy"' _ ::t.:; - •;>ti2 :;!^i'.t YG'3'=5 'i%Y:a<'t'?iii
Network Administrator 3 r- •82; $ -'t .3078
Security Security Analyst 1
Analyst Security Analyst 2 R`,ry : 26�6`
:Security Securityw� -
:,:
Engineer Security Engineer r.;���y'-� .-.;:��>��•-�:-����,"_'-�,:'�%s---���=
r::7i✓ 3Y'igyy; ^`41�.J�i�'-•{:`v -�`"1 .:iY�-, _
security
Architect .Security Architect Es;�>ri„>:�;.r :<_ �:.�.,�};>=:;M_•�-�=;`� <,� ;,-k,:zhcrw-:
Help Desk 1.
Help Desk Help Desk 2
Customer
Help Desk 3
Technical t b
Support Technical Support! �
Technical :, ;t ;:_ , all-y,' :uj.'• ^Ili'd.X:.'L wC %i5
Support Technical Support 2
Technical Support 3
OCM Analyst i
GTS Techgology SolWioa�,Inc.
Prot! anel.Seivitea Ag<eemalt-TOdw4ogy
Rev:9/2017 Pogo 17.0f 31
City:Secretary Contract No,
information ;� ' &i.
Organixa-
Service u .
Technology tionai Change � R
:-,
Manage= !1,'- 84 f' 119.81 $17 S-,M
Manage=
merit(tTSM Ment/Ow
operations) Analyst DCM AnWM 2,
Information ITCamrn icaUans Coor- t: .'c -31 �-L 7 31 i.31
IT Technology dlnator 1
Marketing. Communica-
..
tion Coordina- IT Communications Coor- :n' 81 63 581.53 S81.63 I
tars dinator.2 �:..
Information End User Trainer 1 : ' v :}).Ja2
IT End Users T-. ...._-
Technology ... - --
Training Trainer End User Trainer 2- $1:E:-73, $300',13 4I[IN),i-1
Information ITCantratt NMana er i
Technology IT Contract -- - —
Contract
Manage Manager $11 1.10 $11 ,1 Y11a-Ia
Ment IT Contract Maneger2 {<..
2. Placement Costs
Ifthe.Glty of Fait'Worth would like to hire any individual who has provided services under this agreement,:
directly as s permanent.-employee, the following,fees will apply.
Length oftime Ogite via.0TS Tecbnoloav Solutions,Inc. Fee Payable
0-3 months no directemployment.Is permitted
3-6 months 20%of'iltdividuaPs gross annual remuneration
+6.months free.corivediori to permanent employee
Foravoidence of doub4 this section applies solely where.the.City'ofFort Worth hires the individual as'ah
employee. ifthe,Otty wlshes,to rata/n.the services of the ibdividuaUas a.coattactor then'the supply is
permitted only via GTS Technology Solutions,Inc.,
azs Tackow S.6miom inc:
i'iuressiohpl•Savices Agnec�eMf 7bcbc�olo�+
Rcv,42 1 PAP is6 31
City Secretary.Contract No.
EXHIBIT It
NON-DISCLOS URRAGREEMENT
Tfjis Non-Discibsure Ag r'eement('Agreement")is entered into between the City of Fort Worth ('rityl lo-
cated at 200 Teicas Street, Fort Worth.Texas;76102, and GTS Technology Solutions, lric,.("RedipieriF or
"Contractor)with'offices located at.9211 Waterford Centre.Blvd.,Ste. 125,Austin,TX 78758..Pursuant to
services being provided under this Professional Services Staff Augmentation.Agreement,the City may.be
disclosing senskive-arid"confidential information of a--persdridl nature forbusiness. tradking, orother pur;-
poses("ConfidentialInfoftnatioW'.'or:"Cfty7prdvid6d Information")to the Contractor and/or-the.Contractor's
employ*s).T he City would not make such disclosures Without-Reciolent's agreement to maintain c60-
dential treatment of such Information. It Is understood-that.confidential,,46iisitiVe or personal inf6mriation
provided.by the City may be the property of City partners, City employees or pificialb, as well as&City,
itself.For pUrposes.ofthij.Agreement Recipient shall include Contractor,its employees,directors,officers,
agents,and representatives,
Therefore,the parties agree as folldwt;!.
I.- Recipient-will not disclose or use any sensitive, personal,or confidential irif6rMation from City des-
ignated orally orinwritinig as"Confidential"or"5ensitive"drin like w6rds,.or which Recipient dh6ulO
reasonably know.Is sensitive or confidential,without the prior written-consent of City,and then only
to theMitent specified In such consent. Confidential Inf6rmption may not be copied by Recipient.
Recipient agrees.to,treat Confidential triformallon-m it would Its.own Confidential Inforrhaffoh and
to disseminate it within Its own organization on(y.to the mdo-ritriecessary for the purposes for,which
it heW been.proyided.and only to.R.ddpler&s employees or consultants who are bound to maintain
its-66nMentlality.
The-Confidential Information is.being disclosed for the following purposes:Supplerhental staff oug,
mentation and/or permanent placement services.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do-not
extend to any information which,(Q is publicly known at the.time of,-its.-disclosure (ii) is lawfully
received from a third'pbrly not bOuhd Ina confidefitia(rbidtionship to City(ill)is published.or other-
wise made knownto1he publlc�by City.Qv)
Qv)is'independently developed by Recipient or-Subsidiary
of the Recipient without using'Confidential Informa'V6n of City or(V.) is required to-be disclosed
pursuant.to-a'.COO order,duly authorized subpoena,or other governmental orIegisWbvezR.uthoFky.
in such cases,notice must be provided to City prior to such disclosure.
3. Upon-request by City., Recipient shall return all informptiDn.recelved,with a letter confirming that
the-Confidential Information has In no way.been compromised, reproduced or copied and-that-all
coples have been returned.
4. This Agreement shall be.binding on the.,parties and their s%dcciiir�s'orsiand'assigns, and shall be
governed by the laws of the state 61'Texas. This Agrd'.ement shall-be Wective-for aff long as,the
Contract remains effective("Initial Term')with respect to any Confidential IriftimiaUdri which is dis-
closed by City unless, either.party notiflOb the other that subsequent disbidsures.are.not to.be-in-
cluded within the terms of this Agreement'
5.- This Agreement.specifically prohibits the Recipient from granting any access to City-provided U-
f6rmatidin th' �any third party.The Recipiehfls solely respqnsit:;1e,to protect. .access to.City-provided
Information against ab*ythird party While the information is in the Recipient'sppssessi possession.
6: Rqcipl6nt:agrees that it shall Store.and maintgiln"Citj Information In a secure.manner and shall
not allow unauthorized users to access,-modify, delete or otherwise corrupt City Information In
41'S TcctewkKgr Solwion4;lac_
PWenlon.kl SavicftA&manwL-Tedm61*jY
Rev.9 M- 17 Pogo 19.Vf31
City Secretary.Contract No.
any way. Recipteht shall notify the City immediately,if the security or integrity of any City infor-
mation has been compromised or.ls believed to have.been compromised..
7. The Recipient shall not distribute any information in any that was In all or partly derived from
any City provided information.
8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES.THAT THE CITY
INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY'BY RECIPIENT,
ITS OFFICERS,AGENTS,SERVANTS.OR EMPLOYEES. THE-CITY,ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES,.SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RECIPI-
ENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS
TO INFORMATION.ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY RECIPIENT,
ITS OFFICERS,:AGENTS,SERVANTS OR EMPLOYEES,OR FOR ANY REASONABLE SECU-
RITY MEASURES:TAKEN BY THECI'T'Y. RECIPIENT, AT RECIPIENT'S OWN'COST OR EX
PENSE,.HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY;ITS
OFFICERS, AGENTS,SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT,DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM
THE UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE; OR DISSEMINATION OF CITY
CONFIDENTIAL-,INFORMATION AND CAUSED BY THE SOLE NEGLIGENT ACTH OR OMIS-
SION(S)OR INTENTIONAL MISCONDUCT OF RECIPIENT,ITS OFFICERS, AGENTS; SERV-
ANTS OR EMPLOYEES.
9: Recipient agrees that the City shall,.during-the Initial Term, and until the expiratbn of three (3)
years after termination or expiration of ihia.Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, data, documents, papers and records, both hard
copy and electronic,of the Recipient,and ariy`sub-recipient,involving transactions relating to this
Agreement. Recipient agrees that the City'slial! have access during normal working hours to all
necessary Recipient,.and any sub-recipient facilities and shall.be provided adequate and`approprl-
ate work:=space in ober to conduct audits to ensure compliance whim the provisions of this sec-
Ilion. The_City shall give Recipient,or.any sub-recipient, reasonable advanc*written notice p.f In-
tended audits.
10,The terms of this Agreement shall not be Waived,..altered.,modfied,.supplernented,or amended In
any manner except by Wtitten instrument signed'by an authorized representative of both the City
and Recipient.
11,.Recipient may not,assign or in any way otherwise transfer:any of its interest in this.Agreement.
without the express written consent of'the City. �
City of Fort Worth GTS GY SO ONS, INC.
Authorized Signature t_ zed ighatlid�ent
Susan Alanis,Assistant City Manager Britta Butler,Vice of Sales
and Staffing
GT6'fech*W6&Sp Qom Im_
Pmfi=iwW$eivk=Awvftcnt-fvjwwi%y
Rev:9/7.0!7. NO
City Secretary.Contract No.
EXHIBIT D
.NETWORK ACCESS AOREEMIENT
I The Network. The City -owns and operates a computing eftVIt6hmedt and network
(collectively the "Network"), Consultant wishes to access the City's network in. order to.pro-sqde
supplemental staff augmentation and/or permanent-placement.services. In order toprovj&the necessary
support,Consuliantneeds-access to Internet Intranet,and email.
27 Grant of"mited Access. Consultant is hereby granted.-a.limited right of access to the
City's..Network -for.the sole purpose of providing. supplemental staff augmentation and/or permanent
placement services. Such'acceigs is.&Anted subject to the terms.and conditions forth in this:Agiwinerif and
applicable.provisions of,the City's Adffiinisti4tWe Rtgulaflon D-7.*(Electronic Commupicatioris Resource
Use Policy),of'which Wch-applicable isiofis are hereby incorporated by reference and made a pwt.of'
provisions
this Agreement.for all purposes.herein and are-available,upon request..
3. Network. Credentials. The City will provide Consultant with '.Nef.wo& Credentials
consisting of user IDs and-passWords unique-to each ind(vidual requifing Network access-on behalf of the
Contractor: Access rights will.a
. . .automatically expire one(1)year from the.date-ofthis,Agreement If this
access is being-granted for purposes of completing seM.ios for the City pursuant-to a separatt:eofttract,16exi
this Agreement will expire at.the completion of the contracted services, or.14poii* termination bf:th6
contracted services,whichdver occurs first. This.Agtrementwill be'assadiatdd withth6 SerVices designated
below:
11. Services .are being provided in accordance. with City Secretary Contract No.
Contract No.,
3.2. Services are being pivAided in adcordaho&With'City.of Fort W. brth Purchase Order
No.-P0-No.;:
3.3 X Services are being.provided in a=Manice with the Agreement to which this
Access Agreement is attached.
3.3. No services are beingproyidpil pursuant to.thisAgreeme.rit.
4. Rmcw&L,At the end of the first year and each year thereafter,'this Agreement may be
renewed annually if the'following conditions are met:
4.1. Contracted*services have'riot tden conipleted,
4.2. Conticted.-services-have hot been terminated;and
4.3. Within the thirty (50). days priof to flie .scheduled. annual -expjraition of this
.Agreement;the Consultant has:provided the City with a current lisit of its officer,%-agpnts,servants,
employees tw
_orrepresentaVve*requJringNe orkcredentials:
Notwithstanding the scheduled contract expiration or the:status"of completion ofkrviceo..-Consultaht shall
provide the City with a current list of offiders,agents,§brvaiits,employees.or-reoresefi.tatives that r6qiii rie
Network credentials on an annual basis.Failure tri adhere to this requirement may result in denial of access.
to the Network and/or termination of this Agreement.
5. Network Restrictions, C ritractorofficem agents,servants,employees btrepresentatives
may not share the City-assigned user II)s and passwords. Consultant acknowtddges, agreesandhereby
M-8 9'4C*610JW s9IWkM IM.
Pmfe*6xW SoMpis Agredwd-T&hft6IP&y
kiv.grA'i 7. PW 21 of31
City Secretary Contract-No.
gives its miuthbrizatjon to the City to monitor Contradtor!,5 use of the City's NOwork in order to qp
pure
Contractor's.-compliance with this Agreement A.'breach .by Cgiih-Aptor, its qMcers, agents; 'servants,
employees or representatives,otthis..Agreement And any other written instructions or-guidelines that the
City pro)ddes.to.Co.nsPhant pursuant-to-thi.s Agreement Shall
hall bia grounds for-1he.City immediately to deny
Consultant access.to the Network and.Contractor's Data,,-terminate the Agrieetrient,atid ptirsue any other
remedies that the City may have under this Agreement or at:lAw or in equity.
5.1. Notice to Consultant "e, 6nijel — For puriposes of this
s section, Consultant
Personnel rsohnel shalllncliideall officers; agents, servants, employees,or.Tepresentatives of Contractor
Consultant shall be res t
responsible for specificaRy notifying all Consultant.Personnel Who will providd
City services.to the City under this agreement CAty requirements- and restrictionst of the
rqp"ing 1=ess-to.the City's Network-
5.1.L Contiac-totshafl-beresponsible for.miyCity-ownedequipment assigned tb
Consultant Persohridl, and will immediately report the loss or th6fi,9f sup.h.rquipmem to
th-e.City;_
5.1:2 Contractor, and/or -Consultant Personnel, shall 'be prohibited from
connecting personallyed.computer equipment to.the City's Network;
5.13. Contractor"Personnel shall protect City-issued_passwbrds and shall not
allow any-thifd•party to utilize their paissword i1rid1pr ukrID to gain-accessto.the City's
$A.A. Contractor.Personnel shall.rant
engage in prohibited or inappropriate use
of'Electronici Communications* Resources as -described' inthe :City's Administrative
Regulation-D7;
5.1.5. Any d6cumerit.'dreated by Consultant Personnel in accordance with this
Agreeffidrit is considered the property of the City and is subje6t'to applicable,state
regulations regarding public inifoirmatign;
5.1.6. ContractorPeTsonnel shall not-r information for
opy-or duplicate electronic information
use on any non-City computer except,as necessary to providd..services pursuant to this
Agreement;.
5.1.7. All network,activity may be monitored f6r any reason deemed-necessary
by City;.and
-5.1.8. A Network.user' ID may be deactivated when the,responsibilities of the
Consultant.Pers'onnel no longer require Network access
6. Termination.In addition to.the otherrights of termination set forth herein,the City may
impf without terminate this Agreement.at any A .arild or any reason with or with tnotice,.aodvAthotitpoglty.tdthie
City. 'Upon.termination of. this Agreement, Consultant to remove. entirely any client or
communications software provided.by the C4 from all *computing. equipment used and owned by the
Contractor,.its officers;aigerits.,sorwirits,enipl6y6es kid/orippresefitatives toaccess the City's'Network.
T Information Security. Consultant agrees to make every reasonable:,efrortin.accord,Ance
with accepted sedwity practices to protect the Network credentials-and'accoss methods provided by-the
City frpm "
unauthorized disclosure and use.Consultant-agrees to notifytheCity immediately pp6ndiscavery
Qf,a breach orthroat of breach which col;ld.'wmpromite-the-'I�ntegrity of the City's Network,including.b6t
not limited to, theft: of .Contractor-awned equipment that contains 'City-provided access 'soffware,
termination or resignation.of officers,agents;servantsieMploybes or reptesenitatives With Access to Ci*-
,PrbVid6d-Net.wotk ctedentials,-and-unauthbri'ze'd-use or.-sharing of Network credentials.
(signatuie page follows}
ars-Twhiaw Sawiam TtK,
Prvfelional Savim Agmap"--re&nokW
Rev.-912017 Pqw-22 ofli
City-Secretary Contract No.
ACCEPTED:AND.AGREED:
CITY OF FORT WORTH: GTS ;ice
NOLOGfC SOLUT1.0NS� C.
By:
Susan Alanis tltler
Ass�tant City Manager President of Sal, and Staling
Date: Date:
APPROVED AS TO FORM
AND LEGALITY:
B �,, /A
y
Jo B.'Strong.
Assistant City Attorn
ATTEST: i
:ORr
r,. ®� ' 0 .
By:
Mar J.KK `;"'CT- _
City Secreta
I
OFFICIAL RECORD
G is Technology solutions,Mc. A RY
PrServicesAWr mqd-'reehtjology
Rev.912017
7,
APg TX
-x,
f
City Secretary Contract No.
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal:Name of Consultant:GTS Technology Solutions,Inc.
Full Business,Address 9211 Waterford.Centre Blvd., Ste..[25;Austin;TX 7.8:758
Services to be.Provided Supplemental staff augmentation andpermanent placement services
Executi.on.of this Signature Verifcation'Fo1Tn ("Form") hereby certifies that the following individuals.
and/or positions have the authority to legally bind the Consultant,andao execute any agreement,amendment.:
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
.resolution,ordinance or other authorization of Company.The City is.fully entitled to rely on the warranty
and representation set forth in this Form in entering into any.agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (10) business days if there are. any changes to the
signatory authority.The.City is entitled to rely on.any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
I. Nan(t;Britta B utter
Po on:VP- Sales::and/ f#ing
Signature
2. Name:
Position:
Signature
3: Name:
Position:
Signature
Name; Ryan Grant
Signatur President/CEO
Other rtle:
Date: 3/12/1.8
GTS Technology Solutions;Inc.
Professional Services Agmcmcnt-Technology
Rev.912017 Page.2401'31
S
i
i
City Secretary Contract No.
EXHIBIT F
DIR-TSO-3504
*GTS Technology Solutions, Inc. formerly named ARC Government Solutions,_Inc.'
tiTS Technology Solutions,Inc.
Professions!Serviecs Agreement.-Technology
Rev.9120 1? Page is of 31
City-Secretary Contract No.
IDIK-Coxitract-Flo. 0111-TS6.3fi0I
Vendor Contract Ma.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
WNTRACT FOR SERVICES
ARC GOVERNMENT SOLUTIONS,INC.
1. DIR-acknowledge*the name change ofthis contractto ARC Gov6tnrnent Solutions,Inc.from
Austin R11:6in&Computer Supp.11",Inc.,e0kWe as of.'ft-last date of signature;DiR shag
change the contract documents.hereafter to ARC,GovemnfentSokjdoris-.Inc.
2. ARCGdnmvrwrd Solutions,lrr;.'herehy represonts10 CiR that It owns1N,0ontract and agrees
to perform all duties and obligations to be performed.by Vendor.ARC Government Solutions,
IN, hereby represerft to DIR that by the effediv6 date of this Contract that it'Wregistired
a.s a Texas Vendor, with all necessary'Texas, taxpayer Identillicabon numbers with the
Comptroller al"Public Accounts and be.in good standingwith that 6fflce,and otherwise be
authorized to do bus Iness with the$tellw of Texas-.
3. Introduction
A. Parties
This Contract for'Servic".("Contract")-is entered into between the State of Taxis("State'},
'acting by and through the bepartment ofintorrriation Resources-CUR)with b-princkmi Place
,of business at,300.West15*Street,Suite 1300,Austin,Texas 78701.and ARC Government
Solutions,Inc.(Vendor"),-with its principal place of business at 9211..Waterford Centre Blvd.
-Ste.202,Austin,T)(78758.
13.CbmplIance with Prowrement Laws
This Contract ls:the:result of compliance t'with applicable.prommmenlaws�qf the State of
Texas.'DIR issued a solicitation.on the Comptroller of Public.Accounts'-Electionic Stak
.Bt*iriess Daily Request for Offer'RFO) DIR-TSO-TMP-242, an March 29, 201,6., for
Ifformation Technology Stafring Augmentation Contracts. Upon.execution of this Contract;a
nodoe of award for RFO Df R-TSO-TMP-242 shall be posted by DDR ori the Electronic State
Business Deify.
C. Order of Precedence
This Contract Appendix&Standard.Terms and Conditions For Information*Technoidgy Staff
Augmentation Contracts(ITSAC);Appendix B,Vendor's-Historically Underutilized BusinessesSubcontracting Plan;Appendix C,Services and P.rk*V 116dex;Exhibit 1,"Venddes Response.
to RFO CHR-TSO.TMO-242,including all.addends',and Exhibit 2, RFO DlRTSO-TMP-!242,
includi6g..all addenda;'ire incorporated by reference and consduie the entire.'agreement
between D(R and Vendor. In the event of a conflict between thO documents I1*d-in thts
paragraph,the conkolling document shall be this Contract then APPentlix'A.then Appendix
B.then Appendix C,then Exhibit I and finally Exhibit Z In the event and to the.;xtent any,
-proVisions contained In multiple docum4nis addieis thii same.or sulAtantially.the same
subject matter but do not actually conflict,the more recent provisions shall be d4emed to have
superseded earlier provisions.
.04/01115 Page Tof 4;
GTS Tftlowto"Sajuii-1.ter
Prordmicnal Sqvica-Agcp=-Twhnoloa
1 '9/21117 P4-c 74 of 31
City Secretary Contract No.
DIR Contract No. DIR4304W
Vendor Contract No.
4. Term of Contract
The Corm of this Contract shall be two(2)years commencing on the last date of approval by
DMR and Vendor. Prior to expiration of the original term,DMR may extend this Contract,by
amendment,for up to two(2)optional one-year terms,if there are no sales at the end of the
initial term,this Contract will not be extended.Protracted contract negodafions may,in DIR's
sole discretion,result in Newer optional renewal terms.
5. Service Offerings
Services available under this contract are limited to information technology staff augmentailon
services as specW*d in Apperxkx C.Services and Pricing Index.
S. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A.Section 7,Pricing,Purchase
Orders,Invoices and Paymerrt,and as set forth in Appendix C,Pricing Index and shall include
the DIR Administrative Fee_
7. DIR Administrative Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is one percent(1.00 %). Payment will be
calculated for all sales,net of returns and credits.For example,the administrative fee for sales
totaling$100,000.00 shall be$1,000.00.
0)AN prices quoted to Customers shall include the administrative fee.DIR reserves the right
Co change this fee upwards or downwards during the tern of this Contract,upon written notice
to Vendor without further recurirement for a formai contract amendment.Any change In the
administrative fee shall be incorporated by Vendor in the price to the Customer.
8. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sett to the State:
Shannon Kelley,CTPM,CTCM
Mane,Enterprise Contract Management
Department of Information Resources
300 W.15-S.,Suite 1300
Austin,Texas 78701
Phone: (512)463-7666
Facsimile:(512)4754759
Email:
ifs to the Vendor:
Ryan Grand
Austin RibWn and CompAer Supplies,Inc.
11211 Waterford Centre Blvd,Ste.202
Austin,TX 78758
Phone.(512)452-0651
Facsimile:(512)452-0891
Email:ryangrantCarc-is.com
04/01/15 Page 2 of 4
GTS Technology Solutions,Inc.
Professional Services Agreement-Technology
Rev.9/2017 Page 27 of 31
City Secretary,.Contract No.
DIR'ContraptNo. DIR.T.80-3604.
Vendor Contract No.
S. Authorized.Excejptions-th-Appendix A.Standard Terms and Con ditionit.for Information
Technollogy-Staff Augmentation Services(iT.SAC 1.
No exceptions have,been agreed to by DtR and Vendor.
Remainclef-of page intentionaffy 1611 blank
04/.01115 Page 3 of 4
G.TSTephnalogy-Mutiotis,Inc.
Professional Si: kcs"nentTON!ojogy
Rei.9f2417-
City Secretary Contract No,
DIRCopWact-No. D1114W3604
Vendor Contract No.
this-co*mct,lis executed to be offqc&e'as of thedate-of last signature..
ARC GOVERNMENT SOLUTIONS,.INC.
Authorized By,-,mature on1b
Name:- RjMn Grant
Title: President
Date: 712112016
The Otpft,of texas tion Resources
acting.4yaind through the 1360artment.of I nfonriii is reas
Authorized By:. s[qn fure on file
Name:Ejqrshel Becker
Title:Chief Procurement Officer
.Date: 7/26/2018
Office of General.Counsel:DS 7/2812016
04101115 Flige 4.or-4
GTS Tbp%wk)6 Wutiam Inc.
Profienional§&vim Awwamu-Tedwolqu
Rm.4.W17. Pqb.29 of-3l
City Secretary Contract No.
DIR Contract No. D1R.-'iW46.04
STATE OF TEXAS
OEPARTMENTOF INFORMATION RESOURCES
CONTRACT FOR
INFORMATION TECHNOLOGY STAFF.AUGMENTATION SERVICES(ITSAC)
GTS TECHNOLOaY SOLUTIONS,INC.
formerly
ARC GaOVERNMENTSOLUTIONS,INC.
1. DIR admovIedges the name. change to. OTS Technology .SoWam, IM. from ARC:
Government-$MuSons,Inc.with its principal place of business at 9211 Waterfoid lanae Blvd.
Sate 202,Austin,TX 78768. EffecWe date of change Is September 26;2016. .DIR agrees
to charge all contract files to the new:narrie.
2. OTS Technology Sokitions, Inc. hereby.agrees�o perform all dudes end.obligations to be
performed by Vendor.under Contract DIR-TSO-3504 to the same.extent as if it had been an
original party thereto,
3: GTS Technology Solutions,.Inc.also represents that K is not currently delinquent tri the
payment of arty franchise taz owhe S
ed the of Texas and is not Ineiglble to receive payment.
under§231.006 of the Texas Family Coda and admawiedgps ttre Contract-rmy be teniiinated
and payrrient vathheld If this certNicadon is inaccurate.
4. GTS Technology Solutions,Inc..hereby represents it is author¢ed10 do buskiess in the State
of Texas and is in good standing vAh the Comptroilarof Public Accounts.
Ad other terms and conddbns of%s Contract,not spadticady modified herein,shall remain in full
force aril effecE In the event*conflict among-1he provisions,the order of preoedende.shall be
this Arneridment Number 1 and then the Conlract
'Reniatnder of page intentionally left blaMc
1
Gf3-riihMo&SoW6ons,Inc:
Frafr�ionei Serv&aet Agnaaont-7'ecFinglogy
1ic+r 51Q017 Pt,§e 30 of 31
City SCcretary Contract No...
DIR Contract No. D1R-TSU-3504
IN WITNESS WHEREOF,the parties herehy.execute this.nmenftwt to be effective as of the
date.of the last party to sign.
Ott TECHNOLOGY SOLMTIONSi INC.
Authodged By., signature on file.
Name: Ryan Grant.
Title: Pres
Date: 10/21/2016
The State of Texas,acting.by aro through the Department.of Information Resources
i
Authorized By: signature on As
Name:dershel Becker
Title: Q,blef Procurement Offiger
bate• 101277201'6
Office ot'Generai Counsel: CB 10/2512016:
2
Ci.1'S 7txlurolegi+Solutions,lirp:
PmCoW mai Services Agmemax-Tectutdogy
ReV:4b017 Page 3l of 31
M&C Review
Official
CITY COUNCIL AGENDA FORT I
COUNCIL ACTION: Approved on 1/29/2019
DATE: 1/29/2019REFERENCE.'`C-28999 LOG 13PAMENDMENT TO MAYOR AND
NO.: NAME: COUNCIL C-27983 SB ITS
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Amendment to Mayor and Council Communication M&C C-27983 to
Authorize Execution of Professional Services Agreements for Technology Staffing and
Placement Services with Insight Global, LLC, GTS Technology Solutions, Inc., and
Luna Data Solutions, Inc., Adding Each as Staff Augmentation Vendors for the
Information Technology Solutions Department (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize an amendment to Mayor and Council
Communication (M&C C-27983)to authorize execution of Professional Services Agreements with
Insight Global, LLC, GTS Technology Solutions, Inc., and Luna Data Solutions Inc., as additional
staff augmentation vendors for the Information Technology Solutions Department.
DISCUSSION:
The purpose of these Professional Services Agreements (Agreements) is to add staff augmentation
vendors for the Information Technology Solutions (ITS) Department and other City departments to
have Agreements in place to assist in the development and implementation of technology projects
and to use as temporary backfills for staffing vacancies. On November 1, 2016, City Council
authorized execution of four staff augmentation Professional Services Agreements using Texas
Department of Information Resources (DIR) prices.
ITS is recommending the addition of GTS Technology Solutions, Inc., and Luna Data Solutions
Inc., under DIR prices and Insight Global, LLC, under General Services Administration Schedule
Contract pricing to the original authorization to provide the City with eligible candidates offering a
highly technical skill set. ITS is not asking for additional fiscal authorization. The approval of this
action provides contract authority for GTS Technology Solutions, Inc., Luna Data Solutions Inc. and
Insight Global, LLC to be included in the current authorization of$2,100,000.00 annually.
Pricing for GTS Technology Solutions, Inc., and Luna Data Solutions Inc., will be under DIR
contracts identical to current staff augmentation contracts. Insight Global, LLC pricing will be under
General Services Administration Schedule (GSA) Contract for staff augmentation. Staff reviewed
GSA pricing and found pricing to be fair and reasonable and comparable to DIR pricing.
Texas DIR and GSA are authorized to offer the Cooperative Purchasing Program to state
agencies, public institutions of higher learning, public school districts and local governments.
Pursuant to state law, a local government that purchases goods or services under the Interlocal
Cooperation Act satisfies otherwise applicable competitive bidding requirements.
M/WBE: A MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
SUCCESSOR CONTRACTS: To facilitate planning and budgeting, Staff would prefer to have
...��,._....,.�.-.e.„_,.�,.,.......a ....,,Le.i...,. .o.,,a,....�,.om_���i ax.,.,.,,.,,.aa.,r�l/7QMM Ofl/Zfl/7f17 Q t•1(1•SQ PMl
M&C Review
annual Agreements that align with the Fiscal Year. However, the DIR contract and the GSA
contract are out of alignment with the City's Fiscal Year. The current terms of the contracts are:
In order for these Agreement to align with the City's Fiscal Year, adoption of this Mayor and
Council Communication (M&C) technically authorizes (i)a series of Purchase Agreements, each of
which will align to the terms of the respective cooperative contract to ensure legal authority exists
for the contract, and (ii) an annual spend amount, future years of which would be subject to City
Council appropriation. In the event that a cooperative contract is not renewed, Staff would cease
purchasing at the end of the last Purchase Agreement coinciding with the valid cooperative
contract. 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 initially use these cooperative contracts to make purchases
authorized by this M&C. The cooperative contracts expire on various dates. If a cooperative
contract is extended, this M&C authorizes the City to purchase similar services under the extended
contracts. If a cooperative contract is not extended, but a new cooperative contract is executed with
GTS Technology Solutions, Inc., Luna Data Solutions Inc. or Insight Global, LLC, with substantially
similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the
services under the new cooperative contract.
AGREEMENT TERM: Upon City Council's approval, the initial term of these Agreements shall
commence upon final execution of the Professional Services Agreements and expire in accordance
with the terms and conditions of the respective cooperative agreement.
Terms shall be as follows:
DIR-TSO-3512
Year 1 - January 15, 2019 -August 11, 2019
Year 2 -August 12, 2019 -August 11, 2020
DIR-TSO-3504
Year 1 - January 15, 2019 - July 28, 2019
Year 2 - July 29, 2019- July 28, 2020
GS-35F-0247Y
Year 1 - January 15, 2019- May 19, 2019
Year 2 - May 20, 2019 - May 19, 2020
Year 3 - May 20, 2020 - May 19, 2021
Year 4 - May 20, 2021- May 19, 2022
RENEWAL OPTIONS: The Agreements may be renewed for two additional one-year terms at the
City's option, per the conditions established in the DIR contract and Luna Data Solutions Inc.,
conditions established in the DIR contract and GTS Technology Solutions, Inc., and the conditions
established in the GSA Schedule contract and Insight Global, LLC.
ADMINISTRATIVE CHANGE ORDER- An administrative change order or increase may be made
by the City Manager for an amount up to $100,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating and capital
budgets, as appropriated, in FY2019. Participating departments have the responsibility to validate
the availability of funds prior to the expenditure of funds.
,.V..-,...,_/,.,.,,.,,.:1 ..,.,.Lor/...,. ..o,.;— -91T)—)AA 1 1/30/2019 1:10:59 PM1
S
M&C Review
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: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (8517)
Additional Information Contact: Cynthia Garcia (8525)
Sheila Baker (8356)
ATTACHMENTS
1295 GTS Redacted.pdf
1295 LUNA DATA Redacted.pddf
Insight Global Form 1295 Redacted.pdf
hn..•ii......�,.fi,..,e.,,..,.,.,.,,....a ,.�,.t<o.i...,.. ..o..,en..,�..7771-7��1GY......,....aa,..�T n�nnion iznr�ni� t.1 A.G(1 DT,Tl