HomeMy WebLinkAboutContract 52559-AD1 CITY SECRETARY ^
CONTRACT NO. f��l
ADDENDUM TO MANAGED SERVICES STATEMENT OF WORD
BETWEEN
THE CITY OF FORT WORTH
AND
GTS TECHNOLOGY SOLUTIONS, INC.
This Addendum to Managed Services Statement of Work("Addendum") is entered into by
and between the GTS Technology Solutions, Inc. ("Vendor")and the City of Fort Worth("City"),
collectively the "parties", for a purchase of Managed Services.
The Contract documents shall include the following:
1. The Managed Services Statement of Work; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Managed Services Statement
of Work (the "Agreement"), the Parties hereby stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto,that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City (the "Effective Date") and shall expire twelve (12)
months after the Effective Date (the Expiration Date"), unless terminated earlier in accordance
with the provisions of the Agreement or otherwise extended by the parties. The Agreement may
be renewed for two(2)additional one-year renewals at City's option,each a"Renewal Term."City
shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the
end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the 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 the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insrIificient funds are
appropriated by City in any fiscal period for any payments due hereunder, ity will notify
OFFICIAL RECORD
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Addendum F PW6 ,TX
Vendor of such occurrence and the 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.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or Iiquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the Iinked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
b. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
Addendum Page 2 of 5
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted from the Agreement and shall have no force or effect.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary,City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
12. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code,City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Addendum Page 3 of 5
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
14. Right to Audit. Vendor agrees that City shall, until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
(signature page follows)
Addendum Page 4 of 5
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: performance and reporting requirements.
Name: �V
Title: Assistant City Manager
Date: �� ��j By:
Name: teve Streiffert
Approval Recommended: Title: Assistant Director, IT Solutions
Approved as to Form and Legality:
By:
Name:
Title: By: -%
Name: J.6%B. S ong
Attest: Title: Assistant City Attorney
Contract Authorization:
M&C: P-12330
By: � `.;1 pproved: 6/4/2019
Name: J. orm 1295:
Title: City Secretary
- a a
4
VENDOR: ; t
GTS TECHNOLOGY SOLUTIONS,INC.
r
By:
Name:
Title: VP o C S(k W
Date:
-y SECETARY
Addendum Page 5 of 5
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR�H
COUNCIL ACTION: Approved As Amended on 6/4/2019
REFERENCE ** 04PTECHNOLOGY
DATE: 6/4/2019 NO.: P-12330 LOG NAME: SERVICES AD ITS
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Purchase Agreements with GTS Technology Solutions, Inc.,
for Technology Services for the Information Technology Solutions
Department, Using Cooperative Contracts in an Annual Amount Up
To $580,000.00 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize Purchase Agreements with GTS
Technology Solutions, Inc. for technology services for the Information Technology
Solutions Department using State of Texas Department of Information Resources
Cooperative Contract DIR-TSO-3655, in an annual amount up to $580,000.00 with
two renewal options.
DISCUSSION:
The Information Technology Solutions (ITS) Department will use these purchase
Agreements for technology services to include configuring and deploying new and
replacement desktop/laptop hardware and audio visual support services to all City
departments using State of Texas Department of Information Resources (DIR)
contract DIR-TSO-3655
Texas DIR cooperative agreements 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 annual Agreements that align with the Fiscal Vear. However, the DIR contract
is out of alignment with the City's Fiscal Year. The current term of DIR-TSO-3655 is as
follows:
Year 1- November 29, 2018 - November 28, 2019
Year 2 - November 29, 2019 - November 28, 2020
In order for the 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
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27070&councildate=6/4/2019 7/29/2019
M&C Review Page 2 of 2
would stop making purchases when the last appropriation expires, regardless of
whether the then-current Purchase Agreement has expired. The City will initially use
these cooperative contracts to make purchases authorized by this M&C. If DIR-TSO-
3655 is extended, this M&C authorizes the City to purchase similar services under the
extended contracts. If DIR-TSO-3655 is not extended, but a new cooperative contract
is executed with GTS Technology Solutions, Inc.,with substantially similar terms as
the previous cooperative contract, this M&C authorizes the City to purchase the
services under the new cooperative contract.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase
may be made by the City Manager in the amount up to $100,000.00 per year and
does not require specific City Council approval as long as sufficient funds have been
appropriated.
AGREEMENT TERM: The initial term of these Agreements shall commence upon City
Council's approval and expire in accordance with the cooperative agreement.
RENEWAL OPTIONS: The Agreements may be renewed for two (2) additional one-
year terms at the City's option, per the conditions established in the DIR contract and
GTS Technology Solutions Inc.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget and capital
budget, as appropriated. Prior to an expenditure being made, the Information Technology Solutions
Department has the responsibility to validate the availability of funds.
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Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Cynthia Garcia (8558)
Anabelle Dunn (7648)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27070&councildate=6/4/2019 7/29/2019