HomeMy WebLinkAboutContract 57880 DocuSign Envelope ID:C5F29E00-BF26-46C5-949A-429BD4F6EEBD
CSC No. 57880
GT
TECHNOLOGY SOLUTIONS
Managed Services
Statement of Work
By and Between
GTS Technology Solutions
9211 Waterford Centre Blvd. Ste. 125
Austin, TX, 78758
And
City of Fort Worth
275 W. 13t"St.
Fort Worth, TX 76102
Phone: (817) 392-8955
Submission Date: 04/22/2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:C5F29E00-BF26-46C5-949A-429BD4F6EEBD
ExecutiveSummary.............................................................................................................................................3
Background.........................................................................................................................................................3
ServicesOverview...............................................................................................................................................3
Definitions ..........................................................................................................................................................3
Statementof Work..............................................................................................................................................4
Audio-Visual Managed Services..........................................................................................................................4
Audio-Visual Support..........................................................................................................................................4
Audio-Visual Equipment Standards....................................................................................................................5
Audio-Visual Processes and Procedures.............................................................................................................5
Special Support and Account Administration.....................................................................................................6
Special Support and Account Administration.....................................................................................................7
FixedPricing and Invoicing..................................................................................................................................8
Warranty.............................................................................................................................................................9
CommunicationPlan.........................................................................................................................................10
GTSRepresentatives.........................................................................................................................................10
Schedule...........................................................................................................................................................11
ChangeManagement........................................................................................................................................12
Hardware Lifecycle Management/Asset Recovery Services ...........................................................................14
Termsand Conditions.......................................................................................................................................15
Authorization and Acceptance..........................................................................................................................15
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EXECUTIVE SUMMARY
BACKGROUND
The City of Fort Worth is seeking to enhance their support process, improve implementation procedures
and standardize the Audio-Visual capabilities throughout the City. As such, the City has engaged GTS to
provide an augmented support model for onsite support of its'Audio-Visual infrastructure.
SERVICES OVERVIEW
City of Fort Worth ("Customer")hereby engages GTS Technology Solutions("GTS")to perform the services
specified herein (the "Services"). This agreement defines the End-user Managed Services provided
by GTS. The term of this agreement begins 07/20/2022 and ends 03/05/2024. Annual terms begin
03/06/2023 and end 03/05/3024 with the option to renew for two (2)additional (1)year extensions.
DEFINITIONS
Audio-Visual: Audio-Visual (AV) equipment; for example: projectors, monitors, video conferencing,
conference audio, presentation devices, and digital signage.
Change Order: A written and signed request by either party requesting change to the set of services or
deadlines provided under this SOW.All Change Orders must be executed by both parties in accordance with
the Change Management Process described in this SOW.
Effective Date:The date upon which the Customer signs and accepts all GTS contract documentation.
Incident:An unplanned interruption to an IT service or endpoint,or a reduction in the quality of an IT service
or device. Example: Monitor will not turn on; Projector will not display my laptop.
Knowledgebase: A self-service library for information about a product, process, or service. Used to
document resolutions to common IT issues,or procedures for accomplishing frequent IT tasks.
MAC: Move, Add, Change; reference to the process of relocating, installing new, or modifying a PC
computer setup.
Problem: The cause of one or more end-users reporting incidents with similar symptoms. Example:
Projector frequently losing HDMI connection.
Request: A formal request from a user for something to be provided. Example: "I need PowerPoint
assistance for a meeting; I need a new projector."
Services:The complete set of services to be performed by GTS described in this Statement of Work"SOW".
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STATEMENT OF WORK
AUDIO-VISUAL MANAGED SERVICES
The following Audio-Visual Managed Services offering outlines augmented IT services for the Customer.
GTS will work on behalf of the Customer to provide Audio-Visual installation and support at all Customer
facilities. GTS personnel will interact with Customer IT staff and relevant departments to support existing
and future technologies in alignment with overall Customer objectives.
AUDIO-VISUAL SUPPORT
Audio-Visual Support services include installation of new hardware and related components, general
configuration, and connectivity support to presentation sources as applicable. This service includes
remediation &support for existing Customer AV equipment and installations.
The primary function of GTS Technicians is to perform AV installation and support. Other IT initiatives
based on customer discretion. As a secondary responsibility,GTS Technicians will be available to assist
with other Customer initiatives such as Moves, Adds and Changes (MACS) as prescribed by ITS
Leadership.
Audio-Visual Support:
➢ General AV Support;for example; connecting computers to presentation equipment,
troubleshooting AV display output,assist with selection of proper input or interface
➢ Perform onsite troubleshooting and resolution activities for authorized end-users
➢ Facilitate Knowledge Base Article creation as a deliverable to the Customer; thoroughly
document all processes, troubleshooting steps taken, and detail resolution to aid in future
knowledge transfer.
➢ Support for installed AV equipment; projectors,video monitors, video conferencing, digital
signage,or interactive displays
➢ As AV workload permits,GTS Technicians will be available to support other Customer ITS
initiatives where skillsets align to customer needs
➢ AV Support Services will be provided during standard Business Hours of Monday through Friday
from 5:00 AM until 5:00 PM unless a mutually agreed upon schedule is created for specific
deployment efforts
➢ AV Support personnel will maintain functional job knowledge and relevant skills while being
adaptive to City systems or process changes
➢ GTS Technicians will be required to pass and maintain CAS background clearance
Assumptions:
➢ GTS will propose resolutions to existing issues which will be cost-effective and practical,related
to the scope of support offered under the MSA
➢ GTS will provide IT equipment to all GTS personnel and subcontractors
➢ GTS personnel will utilize GTS,or personally owned transportation to perform all Customer tasks
➢ Customer will provide work space, appropriate rights and/or permissions, and network
connectivity for GTS personnel housed at Customer Facilities to support staff's day to day duties
to include but not limited to desk, phone,connectivity and power necessary for IT equipment
➢ Customer will provide recommendations for software solutions that enhance or automate GTS
services support
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AUDIO-VISUAL Support Cont.
GTS will seek to standardize the Audio-Visual by working with city ITS and reviewing standards
annually.
GTS will work with City of Ft. Worth on to define and scope AV standardization for the following but
not limited to:
➢ Large and small conference rooms
➢ Office Space
➢ Libraries
➢ Fire Stations
➢ Golf Courses
➢ Community Center
➢ Convention Center
GTS will provide Managed Audio-Visual support for the following:
➢ Display installation and trouble shooting
➢ Projector installation and trouble shooting
➢ Digital Signage and trouble shooting
➢ Audio speakers,amplifier, microphone, DSP
➢ Broadcast integration
➢ Paging Systems
➢ Scope and Design Services
AUDIO-VISUAL EXCLUSIONS
➢ Crestron Programming
➢ Fiber run
➢ Power
➢ Locution
AUDIO-VISUAL PROCESSES AND PROCEDURES
GTS will seek to enhance Audio-Visual implementation processes and procedures for the Customer. This
will include an initial assessment of existing Customers AV hardware deployments, procurement of new
hardware, installations,and support services.
Existing AV implementations will be reviewed and remediated to meet established standards
and cable management.
For new AV installations, GTS Technicians will scope, and solution AV needs based upon
Customer standards; as well as determine power and networking requirements. Orders will be
validated and placed in accordance with established procurement procedures. Customer will be
responsible for all required power and network installations.
GTS will work with the Customer to ensure installation locations for AV can safely support
requested hardware; GTS and Customer will coordinate together to determine responsible
course of action/remediation,when necessary.
Equipment will be shipped to GTS Integration Facility and delivered to customer facilities for
staging and installation by GTS AV technicians.
Documentation will be provided for all AV equipment on an as deployed basis,as well as
instructions for the operation of all GTS installed equipment.
GTS will follow city SLA's when responding to ticketed incidents.Any project that requires more
than 2 techs for 6 hours could result in additional services charges.
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SPECIAL SUPPORT AND ACCOUNT ADMINISTRATION
GTS and Customer will each assign resources to coordinate the activities to be performed under this SOW.
GTS will assign a Program Manager to oversee all services described under this SOW, as well as, A/V
technicians to perform the deployments. The GTS Program Manager will serve as the primary point-of
contact for all communications and any modification to the scope, requirements, or responsibilities under
this SOW.
GTS Program Manager Responsibilities:
➢ Will serve as Primary Point of Contact for Customer operations
➢ Will maintain functional job knowledge and relevant skills related to City systems and processes
➢ Will be responsible for peer-engagement with Customer and City departments for project
planning and growth
➢ Ensure staff execute daily activities in accordance with overall vision of Customer ITS Leadership
➢ Provide updates during Quarterly Business Review"QBR"to relevant Management Teams
➢ Initiate and manage Customer assigned projects with relation to respective groups
➢ Ensure Customer performs its responsibilities as defined in the SOW,where applicable
➢ Manage the resolution of issues to/from ITS Governance related to GTS Technicians and/or
Customer End-Users
➢ Facilitate meetings to communicate roles and responsibilities, review assumptions and
requirements,and schedule activities
➢ Provide Monthly Reporting to Customer designee(s)
➢ Coordinate manufacturer roadmap for hardware replacement and refresh as part of QBR
➢ Manage employees and subcontractors of GTS
➢ Manage all contractual and legal aspects of the account. Serve as central point of contact for
all service delivery related issues
➢ Facilitate Change Requests for existing services or proposed services which are in addition to or
outside the scope of services provided under the Agreement
➢ Facilitate escalation of communications between GTS and Customer as needed to engage
appropriate management levels
➢ Provide reports to Customer on a periodic basis,as mutually agreed,with respect to the Services
being performed under the Agreement
➢ Manage and coordinate the hardware selection, installation and priority with IT Governance/
End-User Customer, schedule support activity, prioritize and control installation / support
resource's daily activities
➢ Scale and staff adequate resources to meet timeframes for applicable Services
➢ Work with Customer's Program Manager and other Customer representatives to resolve
deployment issues
➢ Provide service level metric reporting as defined by Customer
➢ Use standard industry recognized project management tools and methodologies
➢ Employ a regular reporting mechanism to identify project tasks,next steps,and potential
problems
➢ Make any changes associated with the project in compliance with the Customer's Change
Management Process and participate in Customer CM process as required
➢ Manage the escalation of issues between GTS Technicians and the Customer to a mutually
agreed upon resolution
In the event the Customer determines in good faith that the continued assignment of a GTS resource is not
in the best interest of the Customer (and provided the basis for such determination is not prohibited by
law), the Customer will notify and consult with GTS accordingly. Upon such consultation, GTS will have a
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reasonable period in which to investigate the matters stated in such notice, discuss its findings with the
Customer and resolve any problems.
SPECIAL SUPPORT AND ACCOUNT ADMINISTRATION
Customer Responsibilities:
Customer resource will work with the GTS Program Manager and designated representatives to
support the activities in the Agreement.These responsibilities include, but are not limited to:
Provide requirements and technical data needed for Projects& Services
Customer will be responsible for providing a resource to assist with coordination and identify
specific contacts across the city requiring A/V deployments and refreshes.
Ensure all necessary Customer resources are available when needed including technical
contacts
Customer will be responsible for installation of power and network,for a project
Provide Executive support for any issues that cannot be resolved by Program Manager
Provide GTS with access to Customer facilities and systems to provide Services as described in
the SOW
Facilitate escalation of communications between GTS and the Customer as needed to engage
appropriate management levels and to obtain approvals
GTS Dress Code:
GTS and/or its subcontracts must adhere to the following dress code during the performance of
Services under the Agreement:
Attire must be clean and pressed
Acceptable attire is a pressed shirt or polo,khaki's or slacks and appropriate closed toe shoes
Unacceptable attire includes, but is not limited to,torn or soiled clothing of any kind,t-shirts,
sunglasses, jeans, and hats or any clothing showing a non-acceptable manufacturer product
(i.e.alcohol or drug logos)
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DocuSign Envelope ID:C5F29E00-BF26-46C5-949A-429BD4F6EEBD
INVOICINGFIXED PRICING AND
General. Pricing for Standard Services provided under this Agreement is set forth under Fixed Pricing
and Invoicing.All Projects will be reviewed on an individual case basis for pricing and approvals.
Fixed Services. The following sets forth the Pricing for Fixed Services as of the Effective Date.The table
defines the cost for support for the services being performed in accordance with the guidelines herein this
Statement of Work.
Table A-1:
Service Type Monthly Cost Contract Term Total Contract
Audio-Visual Managed
$24,805.51 20 Months $496,110.20
Services
Pricing.The above pricing has been proposed in accordance with DIR-CPO-4754
Cost of Living.GTS reserves the right to review and propose cost of living increases on an annual basis.
Invoicing.GTS shall provide monthly invoices that accurately reflect services that are properly:
1. Authorized and performed by the Designated Customer Representative
2. Delivered and accepted by Customer
3. Charged on a timely basis in accordance with the terms and provisions of theAgreement
4. Bill shall accurately reflect services for which payment is sought and the period by which they
were performed.
Form of other Bills or Requests for Payment.GTS shall bill Customer using a single summary invoice with
detailed support attachments that are clear and simple for payment of services provided,with GTS stated
as the sole billing entity without reference to any subcontractor hired by GTS.The single summary invoice
shall clearly identify services rendered.The single summary invoice shall include the billing cycle dates, a
distinct GTS invoice number, GTS remit address,a summary of the current monthly by service component
and identifying information required by the Customer which shall be clarified during the initial
implementation phase of the Agreement.Such bills and support documentation shall be sent electronically
as well as hardcopies mailed or delivered to: Customer,ATTN: IT Finance, 275 W. 13t"St. Fort Worth,TX
76102.
Billing Entities.All bills to the Customer shall state GTS as the sole provider/billing entity and the Customer
as sole customer of GTS. GTS shall not bill on behalf of any other entity or make any reference to any
subcontractor of GTS.
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FIXED PRICING AND INVOICING
Access to Billing Detail. Upon receiving written or electronic e-mail request, GTS shall promptly provide
Customer all bills,statements,or other requests for payment,and any supporting documentation for such
invoices.
Invoices shall contain enough detail to enable the Customer to identify the specific charge for each service
for which GTS is seeking payment. Documentation supporting each single summary invoice shall include
the billing code,Customer purchase order number for each service GTS is seekingpayment
Billing Cycle. The billing cycle is the calendar month.GTS shall deliver the single summary bill for payment
by the 10th of each month after the end of the billing cycle corresponding to such request.
Disputes. GTS shall acknowledge receipt and estimate any time needed to research all disputes and/or
issues regarding customer billing within five (5) business days of receiving written notification (including
electronic mail) of a dispute from Customer. GTS shall resolve disputes to the full satisfaction of both the
GTS and the Customer within thirty (30) business days from the acknowledgement date of the dispute.
The Customer reserves the right to hold payment, refuse payment or remit a reduced payment for any
good faith disputes until resolved. The GTS shall process a separate credit invoice for any dispute that
results in a credit within ten (10) business days upon resolution of the dispute.
WARRANTY AND DEFECT MAINTENANCE
Any Products delivered to Customer by GTS under this SOW are delivered without warranty of any kind from
GTS. GTS does not make and expressly disclaims any and all warranties and representations of any kind or
nature with respect to any Products.This disclaimer includes any warranties of non-infringement or
otherwise. Customer's only warranties for Products are the applicable manufacturer's warranties, if any.
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COMMUNICATION PLAN
GTS REPRESENTATIVES
Dennis Ware7 Project Manager 214-356-5084 Dennis.Ware@gts-ts.com
Sean Caldwell Director of Managed 469 499 1177 Sean.Caldwell@gts-ts.com
Services
Amy Rathbun Account Executive 512-826-8000 Amy.Rathbun@gts-ts.com
Steven Hill Senior AV Technician 817-217-1992 Steven.Hill@gts-ts.com
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DocuSign Envelope ID:C5F29E00-BF26-46C5-949A-429BD4F6EEBD
SCHEDULE
Type of Prepared By/ Distribution Purpose of Communication Frequency
Information Chaired By Participants
Project Plan PM Project Team, Articulate project At project start-up
PM background,scope,
roles/responsibilities, risk,
deliverables, schedule,
staffing,communication,and
close-out.
Project PM Project Team, Document and monitor key As Needed
Schedule Sponsor, tasks, milestones,and
Customer, resources.
PM
Kick Off PM Project Team, Used to clarify goals and Once at start-up
Meeting PM objectives, individual roles
and responsibilities,
interdependencies
Weekly Status PM Project Team, Discuss status, issues,and Weekly
Sponsor, concerns related to the
Customer, Project
PM
Change PM Project Team, Communicate, receive As Needed
Requests Program Staff, approval,and document
Project status of all change requests.
Sponsor,
PM
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CZZ=
General. Acceptance of any Equipment, Software, or Services shall be effective when the Designated
Customer Representative has accepted such Equipment, Software,or Service pursuant to the Customer's
Communication and Information Services Standard for Change Management
When GTS or Customer determines that a change is necessary to refine a process, procedure, or specific
responsibility identified in this SOW,the party proposing the change will document the request using the
change request form provided. The request will be presented in a change management meeting where
both parties will mutually agree to accept or reject the change request. This change management meeting
will be within 5 business days of the request. A conference call between both parties that addresses the
change request will be considered a change management meeting as long as both parties are present.
The receiving party will review the proposed Change Request and determine whether the change is
acceptable or requires modifications. Both parties will review the proposed Change Request and will (i)
approve it, (ii) agree to further investigation, or(iii) reject it ("Change Management Process").When the
parties agree to the change, they will sign the Change Request, which upon signing by both parties will
constitute authorization to implement the change.
Acceptance.The Customer shall either accept or reject GTS's Services or Work Product within a reasonable
number of days from performance. For this Project SOW, Services or Work Product shall be accepted or
rejected within 25 days from performance. Services or Work Product will be deemed acceptable to the
Customer if it conforms in all material respects with Services described in this SOW.
GTS will have full responsibility for the deliverables and the tasks listed in this SOW.
All work products will be submitted to the Customer PM for acceptance and approval.The Customer PM
may request that a deliverable outline be submitted for approval prior to work commencing on the
deliverable.All correspondence and documentation will be delivered in both paper and electronic format
unless otherwise agreed to by GTS and the Customer PM.
The Customer will complete a review of each submitted deliverable within five work days from the date
of receipt. Customer feedback which indicates revisions to a deliverable are required will be addressed
and re-submitted by GTS within ten work days unless approval (in writing)for a different length of time is
obtained from the Customer PM or designate.
The Customer will either accept or reject the GTS's Services or Work Product within a reasonable number
of days from performance. For this Project SOW, Services or Work Product will be accepted or rejected
within 5 days from performance completion date. Failure to provide acceptance or rejection within 5 days
will be considered acceptance of the deliverable.
If Customer gives notice of rejection,then GTS will have an additional ten (10) days,within which to cure
any deficiencies identified in writing by the Customer.
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CHANGE MANAGEMENT
Change#001 Between: GTS CUSTOMER Priority(select one) Low,Medium,High
Client Name Date
Change Manager Related Issue#
CONTACT INFORMATION
Prepared by Phone Email
Change Owner Phone Email
Client/Contractor Phone Email
Contact
DESCRIPTION OF EXISTING STATE❑
Details:
REQUESTED IMPACT— Quality or Related SOW Section
CHANGE❑ Cost Schedule Quantity
Details:
I M PACT❑
Details:
Total Cost of this Paid By—> CUSTOMER GTS
Change (keep all that
apply)
GTS CUSTOMER
Signature Signature
Name Name
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HARDWARE . .
General. GTS will provide IT asset recovery services(ARS)for Customer AV hardware and related accessories to
be recycled, refurbished and/or resold; for equipment covered under this SOW. GTS will provide all requested
documentation for the Customer to review as these services are being completed in accordance with existing
contract Terms & Conditions. GTS will provide a 50/50 Net Revenue Share based on assets that have been
recycled, refurbished and/or resold.
Scope.This section articulates the activities and services that will be considered in scope for GTS for the
duration of this contract.
Transport Legacy AV Systems from customer site(s)to GTS warehouse or partner facility
Customer has the right to waive or keep certain equipment if desired by responsible party/department
Assigned Customer representative to confirm equipment is eligible for GTS ARSprocess
Accept/cover risk of loss for hardware while in Service Provider's possession;if loss should occur,Customer
will be reimbursed for 50%of recycled value based upon third party batch assessment
Provide Customer ITS an inventory report of serialized equipment&general counts for other equipment
and/or related peripherals collected
GTS will identify AIRS Partner(s)and their methods/polices for hard drive destruction or asset recycling
based upon components, if applicable
Customer Responsibility. Customer will provide GTS with a list of elements needed in the report e.g., make,
model,TAG number, Asset Number, etc. Customer will provide GTS with list of make and model of serialized
assets for pickup.
Revenue Share.GTS will provide a net 50/50 revenue share with Customer,after ALL costs,fees&services
performed have been assessed and covered in full.Associated fees&services which occur during the AIRS
process may include the following items:transportation,warehousing,equipment rental, related time&
materials,and 3rd party services.GTS will provide a monthly reimbursement based on that final amount to
Customer by the 15th of each month.GTS will not seek reimbursement from the Customer for any AIRS batch
that does not generate positive net revenue.
Payment Terms.GTS will coordinate with Customer IT Finance to determine reimbursement allocation and
format.
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This SOW has been proposed in accordance with contract DIR-CPO-4754 and shall comply with the
related Terms and Conditions as listed on the Texas Department of Information Resources website.
The term of this agreement is for twenty(20) months with two(2) one(1)year extensions.
GTS Technology Solutions City of Fort Worth
DocuSigned by:
Signature: Signature:
Valerie.Washington(Jul 22,202215:54 CDT)
-
Name:
Britta Butler Name: Valerie Washington
Title:
Executive VP Title: Assistant City Manager
Date:
4/27/2022 Date: Jul 22, 2022
Upon execution,please submit signed document to Juli.PrimeauxJuli.Primeaux@gts-ts.comts.com.
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ADDENDUM TO MANAGED SERVICES STATEMENT OF WORK
BETWEEN
THE CITY OF FORT WORTH
AND
GTS TECHNOLOGY SOLUTIONS,INC.
This Addendum to Manages Services Statement of Work ("Addendum") is entered into
by and between GTS Technology Solutions, Inc. ("Vendor") and the City of Fort Worth ("City"),
collectively the"parties."
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 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:
I. Term. The Agreement shall commence upon the July 20, 2022 ("Effective Date")
and shall expire no later than March 05, 2024 ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties. This
Agreement may be renewed for Two (2) one year renewal periods at the City's option, each a
"Renewal Term." The 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 the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
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
Addendum Page 1 of 14
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 liquidated 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 linked 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.
6. 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 14
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. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8,Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
Addendum Page 3 of 14
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws,and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement,any applicable Statement(s)of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
13. 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.
14. Public 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.
Addendum Page 4 of 14
15. 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.
16. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit"A" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel,requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"),National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department,under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
17. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the 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 the 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 the Agreement for violations of this
provision by Vendor.
18. 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
Addendum Page 5 of 14
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 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.
19. 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.
20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and(2)will not boycott energy companies during the term of
this Agreement.
21. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor
certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2)will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
22. Insurance.
Addendum Page 6 of 14
1.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
I.I.I. Commercial General Liability:
1.1.1.1. Combined limit of not less than 52,000,000 per occurrence;
54,000,000 aggregate;or
1.1.1.2. Combined limit of not less than 51,000,000 per occurrence;
52,000,000 aggregate and Umbrella Coverage in the amount of 54,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability(Errors&Omissions)
1.1.3.1. Combined limit of not less than 52,000,000 per occurrence;
S4million aggregate or
1.1.3.2. Combined limit of not less than 51,000,000 per occurrence;
52,000,000 aggregate and Umbrella Coverage in the amount of 54,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include,but not be limited to,the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
Addendum Page 7 of 14
1.1.3.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements.Technology coverage
shall be written 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 Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials,agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10)days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
Addendum Page 8 of 14
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: Vendor: GTS Technology S tions Inc.
BValerie.Wash in gton(Jut 22,202215:54 CDT) BV / f
y
Name: Valerie Washington Name:"irritta Bull
Title: Assistant City Manager Title: Fxerutive Vice President
Date:
Jul 22, 2022 Date: 07/11/2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Name: Kevin Gunn requirements.
Title: IT Solutions Director
�Y�th i�Yree I�u�11,202214:42 CDT,
Approved as to Form and Legality: By:
Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
By / aq' FORT
Name: Taylor Paris City Secretary: �O�°°°°°°°° k
Title: Assistant City Attorney �jo.o
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Contract Authorization: By: Jannette S.Goodall(Ju123,202207:04 CDT) ��� 0
M": 22- /14/22 Name: Jannette S. Goodall d� °°°°po00°°° a
Title: Acting City Secretary ��SEX Asap
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum
NETWORK ACCESS AGREEMENT
This Network Access Agreement("Agreement") is made and entered into by and between
the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of
the State of Texas, and GTS Technology Solutions, Inc., ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
Managed Services for installation of Audio -Visual. In order to provide the necessary support,
Vendor needs access to Internet, Intranet ITSM System, (the "Services").
2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing the Services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. If this access is being granted for purposes of completing services for the City
pursuant to a separate contract,then,this Agreement will expire at the completion of the contracted
services, or upon termination of the contracted services,whichever occurs first. Otherwise, access
rights will automatically expire one (1)year from the date of this Agreement("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract
No. . ("PSK#")
® Services are being provided in accordance with the Agreement to which this Access
Agreement is attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract
or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in
its sole discretion, at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers,
Addendum Page 10 of 14
agents, servants, employees or representatives, of this Agreement and any other written
instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be
grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,
terminate the Agreement, and pursue any other remedies that the City may have under this
Agreement or at law or in equity.
6. Termination.In addition to the other rights of termination set forth herein,the City
may terminate this Agreement at any time and for any reason with or without notice, and without
penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any
client or communications software provided by the City from all computing equipment used and
owned by the Vendor,its officers, agents,servants,employees and/or representatives to access the
City's Network.
7. Information Security. Vendor agrees to make every reasonable effort in
accordance with accepted security practices to protect the Network credentials and access methods
provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City
immediately upon discovery of a breach or threat of breach which could compromise the integrity
of the City's Network,including but not limited to,theft of Vendor-owned equipment that contains
City-provided access software,termination or resignation of officers, agents, servants, employees
or representatives with access to City-provided Network credentials, and unauthorized use or
sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE
AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY
ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY
DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S
RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S DATA ON ACCOUNT
OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES
TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS
AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS,AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR,AT VENDOR 'S
OWN COST OR EXPENSE,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 NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees,
and representatives, agrees that it shall treat all information provided to it by the City as
Addendum Page 11 of 14
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Vendor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been compromised.
10. Ri2ht to Audit. Vendor agrees that the City shall, during the initial term, any
renewal terms, and until the expiration of three (3) years after termination or expiration of this
contract,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 Vendor involving
transactions relating to this Agreement. Vendor agrees that the City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Vendor reasonable advance notice of intended audits.Vendor further
agrees to include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall, during the initial term, any renewal terms, and until
expiration of three(3)years after termination or expiration of the subcontract,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 such subcontractor involving transactions 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 shall give subcontractor
reasonable notice of intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any
written contracts, agreements, understandings or acknowledgments with the City signed by
Vendor. This Agreement and any other documents incorporated herein by reference constitute the
entire understanding and Agreement between the City and Vendor as to the matters contained
herein regarding Vendor's access to and use of the City's Network.
12. Amendments.The terms of this Agreement shall not be waived, altered,modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in
this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and
void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure),including,but not limited to,compliance with any government law, ordinance or
Addendum Page 12 of 14
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots,material or labor restrictions by any governmental authority,transportation problems and/or
any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action,whether real or asserted, at law or in equity,is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
17. Signature Authority. By affixing a signature below, the person signing this
Agreement hereby warrants that he/she has the legal authority to bind the respective party to the
terms and conditions in this agreement and to execute this Agreement on behalf of the respective
party, and that such binding authority has been granted by proper order, resolution, ordinance or
other authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
[Signature Page Follows]
Addendum Page 13 of 14
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
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
By:
Valerie Washington(Ju 122,202215:54 CDT) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Jul 22, 2022 �c�
Date:
By: Cyn�yree(Jul 11,2022 14:42 CDT)
Approval Recommended: Name: Cynthia Tyree
Title: Sr. IT Solutions Manger
Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: IT Solutions Director
By:
Attest: Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
By: Jan netteS.Goodall(Ju123,202207:04CDT) M&C: 22-0467- /14/22
Name: Jannette Goodall oag4FORr��a
Title: City Secretary O�000000-.04(�
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VENDOR: �aa�hExASoAp
GTS TXBritta
Solutions
By:
Name: r
Title: Executive Vice President
Date: 0 711 112 02 2
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 14 of 14
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/14/22 M&C FILE NUMBER: M&C 22-0467
LOG NAME: 13PCOOP DIR-CPO-4754 AV MANAGED SUPPORT SERVICES TD IT
SUBJECT
(ALL)Authorize the Execution of a Purchase Agreement with GTS Technology Solution, Inc. for Audio Visual Managed Support Services Using the
State of Texas Department of Information Resources Cooperative Contract DIR-CPO-4754, for an Amount Up to$198,444.08 for the Initial
Eight Month Term,with Three One-Year Renewals for$297,666.12 each Renewal Year for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that City Council authorize execution of a purchase agreement with GTS Technology Solutions, Inc. for Audio Visual Managed
Support Services using State of Texas Department of Information Resources Cooperative Contract DIR-CPO-4754, for an amount of up
to$198,444.08 for the initial eight month term,with three one-year renewals for$297,666.12 each renewal year for the Information Technology
Solutions Department.
DISCUSSION:
The Information Technology Solutions(ITS)Department will use the purchase agreement for the coordination, implementation and installation of
technology services for audio visual needs to all City departments using Texas Department of Information Resources(DIR)contract DIR-CPO-
4754. Procurement for audio visual equipment will utilize a separate agreement.
State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies State laws requiring that the
local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the
purchasing power of local government entities across the State of Texas.
In the event the DIR agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid DIR
agreement. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation
expires, regardless of whether the then-current purchase agreement has expired.
The City will initially use the DIR contract to make purchases authorized by this Mayor&Council Communication(M&C). The Cooperative Contract
is set to expire on March 5, 2026. If DIR-CPO-4754 is extended,this M&C authorizes the City to purchase managed services under the extended
contract. If DIR-CPO-4754 is not extended but DIR executes a new cooperative contract with GTS Technology Solutions, Inc. and with substantially
similar terms,this M&C authorizes the City to purchase the equipment and supplies under the new DIR contract. If this occurs, in no event will the
City continue to purchase goods and services under the new agreement for more than two(2)years without seeking Council approval.
DIR-CPO-4754 has an initial term through March 05, 2023. State law provide that a local government purchasing an item under a Cooperative
Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for the purchase of the item. DIR-CPO-4754
has been competitively bid to increase and simplify the purchasing power of government entities.
Funding is budgeted in the Other Contractual Services account of the ITS Other General Government Department's ITS Capital Fund.
This agreement may be renewed for up to three one-year renewal terms at the City's option. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the
FY 21 AV/DS and the FY 22 AV/DS projects to support the approval of the above recommendation and award of the agreement. Prior to any
expenditure being incurred,the Information Systems Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Reginald Zeno 8517
Valerie Washington 6192
Originating Business Unit Head: Anthony Rousseau 8338
Kevin Gunn 2015
Additional Information Contact: Cynthia Garcia 8525
Taylor Dean 7648