HomeMy WebLinkAboutContract 57911 DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
CSC No. 57911
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and GTS Technology Solutions,
Inc., a Texas corporation ("Vendor") to purchase information technology staff augmentation
services under a cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—Texas Department of Information Resources DIR-CPO-4526
("Cooperative Contract");
3. Schedule C—DIR-CPO-4526 Appendix C, ITSAC Not to Exceed Rates("Quote");
and
4. Schedule D—Network Access Agreement
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the
Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both,
but only to the extent allowable under the Cooperative Contract.
This is a non-exclusive Agreement. Services will be provided by Vendor based on the
City's staffing needs and the availability of qualified Vendor resources. No specific contract
amount in guaranteed. The maximum amount to be paid to the Vendor for all services performed
hereunder shall not exceed $100,000.00. Invoices will be paid by the City based solely on the
hourly rates as set forth in Schedule "C", ITSAC Not to Exceed Rates. All compensation is
inclusive all work orders and expenses.
The City shall pay Vendor per terms of individual executed work orders in accordance with
the provisions of this Agreement and Schedule "C,"which is attached hereto and incorporated for
all purposes herein. Each work order shall set forth the name of the Vendor personnel to provide
the services, the specific project to which the personnel will be assigned, the specific service 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 the 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
Vendor personnel, regardless of the number of hours worked by Vendor personnel. Vendor shall
be solely responsible for any required overtime pay for its personnel.
Vendor shall not perform any additional services for the City not specific 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.
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase
FT. WORTH, TX
DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City (the "Effective Date") and shall expire August 31, 2022 (the
Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement
or otherwise extended by the parties. The Cooperative Contract may be renewed for two (2) one-
year renewals and the Coop Purchase will renew in accordance with the DIR Cooperative Contract,
each a "Renewal Term."
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
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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(Jul 13,2022 17:00 CDT) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: J u 113,2022 4VCM1:._
By. Cynthi yree(Jun 28,2022 13:08 CDT)
Approval Recommended: Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
By:
Attest: Name: Taylor Paris
Title: Assistant City Attorney
17aimette S GoodaU. Contract Authorization:
By: Jannette S.Goodall(Jul 14,2022 10:35 CDT) M&C• NA
Name: Jannette Goodall oa�4n�n�
Title: City Secretary p�*'�'000
FORDo
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GTS Technology Solutions, Inc.
DocuSigned by:
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By: ��
Name: Britta But�er
Title: Executive Vice President
Date: 6/28/2022
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX
DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
FORT WORTH,
SCHEDULE A
1. Termination.
1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
1.2. 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.
1.3. 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 Vendor 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.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this 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 the City in a machine readable format or
other format deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
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agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
2.3. Public Information Act. 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.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller 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.
2.4. Unauthorized Access.Vendor 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, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall, 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 Vendor involving transactions
relating to this Agreement at no additional cost to the City. 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 not less than 10 days written notice of any intended
audits.
3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents,papers and records 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 not less than 10 days written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor 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 of this Agreement,
Vendor 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. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City,its officers, agents, servants and employees, and Vendor,its officers,agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
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employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY - VENDOR 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), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
5.2. INDEMNIFICATION-VENDOR 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 VENDOR'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 BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor 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 SC
each individually referred to 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.
5.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright,trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
5.3.3. 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 this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
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expense of payment for claims or actions against the City pursuant to this section S,
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 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,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 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, 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 this 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 AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
6. Assignment and Subcontracting.
6.1. Vendor shall not assign or subcontract any of its duties,obligations 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 Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
6.2. MBE Goal—Intentionally Omitted
7. Insurance.
7.1. 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:
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7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
7.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
7.1.1.3. Defense costs shall be outside the limits of liability.
7.1.2. Automobile Liability Insurance covering 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.
7.1.3. Professional Liability (Errors & Omissions)in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors &Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000.
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.
7.1.5.3. Coverage shall include,but not be limited to,the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer
virus;
7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
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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;
7.1.5.3.6. 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
7.1.5.3.7. Any other insurance as reasonably requested by
City.
7.2. General Insurance Requirements:
7.2.1. 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.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
7.2.3. 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.
7.2.4. 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.
7.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
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Division prior to execution of this Agreement.
8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
10. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3) received by the other party by United States Mail, registered,return receipt requested,
addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth GTS Technology Solutions, Inc.
Attn: Valerie Washington, Assistant City Manager Attn: Legal Department
200 Texas Street 9211 Waterford Centre Blvd., Suite 275
Fort Worth TX 76102 Austin, TX 78758
Facsimile: (817) 392-8654
With Copy to the City Attorney
at same address
11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This
provision shall not apply to an employee who responds to a general solicitation or advertisement of
employment by either party.
12. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. Governing Law and 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
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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.
15. 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.
16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
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
maj eure), including,but not limited to,compliance with any government law,ordinance or 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.
17. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
is. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature
page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing 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.
22. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
23. Network Access.
23.1. 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
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a Network Access Agreement.
23.2. 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"), 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 this
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.
24. 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(1-9). Upon request by City, Vendor shall provide City with copies of all 1-9
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.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
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 specific reasons for such dispute. Within ten(10)business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
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26. 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 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 tern of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section, the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing, storage,or communication facilities that are connected or related to the
device.
27.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician
as defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to
Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit, and Liability
and Indemnification shall survive termination of this Agreement.
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DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
SCHEDULE B
GTS Technology Services, Inc. Cooperative Contract
Texas Department of Information Resources DIR-CPO-4526
httiis://dir.texas.i!ov/contracts/dir-evo-4526
Initial Term: October 1, 2020 through August 31, 2022 with two (2) optional one-year renewals
Contract Number
(�' Contract Term date: 08/31/22 07
DIR—4 P O—4 5 2 6 Contract Expiration Date: 08131/24 0
Ven do r Information
GTS Technology VENDOR CONTACT. DIR CONTACT:
Solutions, Inc, Sue Hawk C' Nicate Simpson Cr
Phone: (512)681-6246 Phone:(512)475-4971
Vendor ID: 1742339797900 Fax: (512)452-0691
HUB Type: Woman Owned Female (Y) Vendor Website
RFD: DIR-CPO-TMP-445
Contract Status: Active
Contract Overview
GTS Technology SoLutions,Inc.,offers Information Technology Staff Augmentation Contract(ITSAC)services through
this contract at set not-to-exceed Labor rates.Customers may competitiveLy solicit ITSAC services through requests for
resume or statements of work{S(DW).Contracts may be used by aLL eligible Customers including Texas State Agencies,
as defined by TGC.2054.003 (13),units of Local Government,as defined by TGC 2054.003 (9),cities,counties,public
school districts,municipaLKies,Speciat Purpose Districts,Institutions of Higher Education,as defined by TEC 61.003.
assistance organizations,as defined by TGC 2175.001,Electric Reliability Council of Texas(ERCOT),Lower Colorado
River Authority(LC RA).Private Schools,as defined by TEC 5.001,Private or Independent Institutions of Higher
Education,as defined by TEC 61.003,Volunteer Fire Departments,as defined by TTC 152.001,Public Safety Entities,as
defined by 47 U.S.C.Section 1401,County hospitals,public hospitals Or hospital districts,and public entities outside
Texas,as defined by TGC 2054.0565.Resellers are not available for this ITSAC contract.
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SCHEDULE C
GTS Technology Solutions,Inc.DIR-CPO-4526
Appendix C,ITSAC Not To Exceed Rates
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Appendix C FSAC Not to Exceed Rates
Not to Exceed Rates
Thew mtm relmsent the highest bill rate for each Title that a Conhact Holder may propose m Response to a Customer wheitatioa
NOTE:Areas shaded gay(Undefined Rows and the Specialist Level Colomn)are for use m Customer solicitations only.
Category Title
Open Hourly BW
Hourly Homy Hourly Hoary Hourly Hearty Bate
$ 36.98 S 55.47 S 73.95 $ 92.44 S 121.86 $ 166.85
Systems Analyst $ 39.28 $ 58.92 $ 78.57 $ 9821 $ 119.20 $ 144.24
Apphoatom Architect $ 34.54 S MAU $ b9.07 $ 86.34 S 108.68 $ 149.51
Business Anal t $ 34.31 S 51.47 S 68.62 $ 95.78 $ 98.21 $ 127.59
Cloud Solutions Architect $ 46.47 $ 69,71 S 92,94 $ 116.18 $ 137.36 $ 185.43
Artificial Into' er $ 38.46 $ 57.70 $ 76.93 $ 96.16 $ 117.47 $ 142.12
Developer/Progammer Analyst $ 20.40 $ 30.60 $ 40.80 $ 63.50 $ 79.00 $ 104.50
Applicatlum/Software Enterprise Architect $ 36,56 $ 54,84 S 73.13 $ 91.41 $ 116,79 $ 151,54
Development Enterprise R.-.Planning(ERP)Business Analyst $ 25.35 S 38.03 S 50.70 S B9.20 $ 102.40 9 120.80
ERP Developer $ 29.26 S 43.88 $ 58.51 $ 73.14 $ 114.79 $ 167.84
Mobile Applicatim Developer $ 36.56 S 54.84 S 73.13 $ 91.41 $ 115.80 $ 152.32
Technical Writer $ 18.69 $ 28.03 $ 37.37 $ 46.72 $ 73.94 $ 93.79
Dillital Product Mimigm $ 40.62 $ 60.93 $ $1.24 $ 101.54 $ 137.07 $ 193.94
Software Engineer $ 28.85 S 43.27 S 57.70 $ 72.12 $ 101.57 $ 147.35
Softaram Developer $ 42.03 $ 63.05 $ 94,07 $ 105.08 $ 131.12 $ 144.24
Undefmd Title:Applications/Software Development
Database Admmishator $ 39.28 S 58.92 S 78.57 $ 9821 S 119.20 S 144:24
Data Atmlyst/Report Writer $ 21.95 $ 32.92 S 43.89 $ 54.87 $ 90.63 $ 147.25
Data/Database Data Architect $ 57.69 $ 86.54 S 115.39 $ 144.24 $ 160.00 $ 179.60
D
ata I a o use Dam Modeler $ 28.01 $ 42.01 S 56.01 $ 70.01 $ 110.71 $ 152.32
AdnData Scientist(Big Data Fmgineer) $ 34.92 $ 52.38 $ 69.84 $ 87.30 $ 112.00 $ 142.24
Bmimse intelligence Analyst $ 23.64 $ 35.46 $ 47.29 $ 59.11 $ 85.32 $ 121.96
Unde9aed Title:Data/Databeae Admiaiat b n
F-VIEnd Web Developer/Web Designer $ 17.16 $ 25.74 S 34.32 $ 42.99 S 70.00 $ 117.43
Web Develop, $ 20.36 $ 30.55 S 40.73 $ 50.91 S 85.00 $ 123.38
Web Development Senior Web Developer $ 31.91 S 47.87 S 63.82 $ 79.78 S 103.04 $ 127.40
Web Admmiauator $ 34.31 $ 51.47 $ 68.62 $ 85.78 $ 98.21 $ 119.20
Undefined Title:Web Developer
QAE gim.-Automated $ 24.03 S 36.05 S 48.06 $ 60.08 $ 77.68 $ 92.17
Qoality Assurance& QAtTest Manager $ 29,61 $ 44,42 S 59,23 $ 74.03 $ 116,31 $ 144.95
Teetlog QA Assocu tc/Amlyst $ 19.59 $ 29.38 S 39.17 $ 48.96 $ 59.73 $ 75.48
Undefined Title:Quality Aasuramc(QA)and Testing
Network Engineer $ 23.40 S 35.10 S 46.80 $ 58.50 S 86.36 $ 127.59
wiml.&&Nctw.IkEngmecr $ 21.12 $ 31.69 $ 42.24 $ 52.80 $ 82.24 $ 145.20
Network Administrator $ 34.31 S 51.47 S 68.62 $ 85.78 S 98.21 $ 119.20
Ncbmrlft Telecommmicatiom Manager $ 29.27 $ 43.90 S 58.53 $ 73.16 S 90.00 $ 122.86
Telecommm,leatlom Telecommuinicatiom Teclnriudm $ 29,97 $ 44,95 S 59,% $ 74,92 $ 85,78 $ 99.21
Network Operations Centa(NOC)Tecloacian $ 16.68 S 25.02 S 33.36 S 41.70 $ 65.09 $ 96.52
Undefined Title:Netw kingrrelecom®micabom
Data Security Analyst $ 36.71 S 55.07 S 73.43 $ 91.78 $ 105.08 $ 131.12
Security Admmistmtor $ 20.97 S 31.31 $ 41.75 $ 52.19 S 85.03 $ 122.69
Network Security Analyst $ 42.03 S 63,05 S 94.07 $ 105.08 S 131.12 $ 158.66
Security Network Security Engineer $ 26.45 S 39.67 S 52.90 $ 66.12 $ 105.66 IS 123.91
loformation Seem*Manager $ 4119 S 62.93 S 93.79 S 104.72 S 139.62 S 174.53
IT Auditor $ 36.71 $ 55,07 S 73.43 $ 91.78 $ 105.08 $ 131,12
Undefined Title:Security
Project Manager $ 39.28 $ 58.92 $ 78.57 $ 9821 $ 119.20 $ 144.24
Project Lead $ 35.35 $ 53.03 S 70.71 $ 88.39 $ 125.96 $ 169.09
Project Management Program Manages S 41.04 S 61.56 S 92.09 S 102.60 S 120.87 $ 163.55
Agile Smmn Master 1$ 27.31 $ 40.97 $ 54.62 $ 6828 $ 109.68 $ 154.39
Coach Is 30.50 $ 45.76 S 61.01 $ 7626 $ 121.88 1$ 167.65
Undefined Title:Project Mamgement
Page 1 of 2
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ITSAC 445 Exhibit E NotToExceedRates v1.2
Category Title
Open Hourly Bill
Hourly Hourly Hourly Hourly Hourly Hourly Hate
Support Technician $ 15.83 $ 23.74 $ 31.65 $ 39.56 $ 58.00 $ 82.52
Help Desk Tecbmetan $ 14.83 $ 22.25 $ 29.66 $ 37.08 $ 52.55 $ 65.75
Technical Services, Business Coutmui,Amlyst $ 42.03 $ 63.05 $ 94.07 $ 105.08 $ 112.00 $ 119.20
Help Deak Product Support Analyst $ 18.45 $ 27.67 S 36.90 $ 46.12 $ 70.00 $ 101.93
di 01eratio" Site Reliability $ 30.00 $ 45.00 $ 60.D0 $ 75.00 S 85.62 $ 95.06
Inamleter Tra $ 23.33 1$ 34.99 $ 46.66 $ 58.32 1$ 73.18 $ 91.75
Opmhooe
Intorz atlon Technology Change Mmagemeo Managerl Orgmizahonal
Service M OC $ 24.64 S 36.97 S 49.29 S 61.61 S 100.00 $ 144.08
aaagemeet Process Imoprovemont managur 24.35 $ 36.53 S 48.70 $ 60.88 $ 92.32 $ 119.55
(1TSM Oper d-) Undefined Title:rISM Ope ben
Communication Coordinators $ 15.72 S 23.58 S 31.43 $ 3919 $ 45.68 $ 61.94
Coton=Relationship Management(CRM) $ 19.51 $ 29.26 S 39.02 $ 48.77 $ 64.99 $ 98A8
IT Marketing Digital Metketmg Analyst $ 18.38 $ 27.58 S 36.77 $ 45.96 $ 56.16 $ 72.63
Web Content Tcchniciuuylfwiagcr 1$ 17.66 $ 26.49 S 35.32 $ 44.16 $ 85.00 $ 133.94
Undefined Title:ff MaAwfigg
IT Connect Manager 28.01 $ 42.01 $ 56.02 $ 70.02 $ 82.24 $ 120.83
Information Technology IT Contract Admiuishator/Tdnicien $ 22.58 $ 33.87 S 45.16 $ 56A5 I$ 64.58 $ 73.90
Contract Management 1T Proraaeme t Technician $ 26.18 $ 39.26 S 52.35 $ 65.44 $ 74.92 IS 85.78
Undefined Title:ff Comaactmg and Pmcuremem
Page 2 of 2
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DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
SCHEDULE D
NETWORK ACCESS AGREEMENT
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 staff
augmentation services. In order to provide the necessary support,Vendor needs access to Internet,Intranet,
email, HEAT System.
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 staff augmentation 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")
❑ Services are being provided without a City Secretary Contract at no cost to the City
❑ 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, 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.
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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 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. Right 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,
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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. Aereement 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. Assiiinment. 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 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. Governinp-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. Skmature 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]
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DocuSign Envelope ID:A6D66180-2156-45FC-82A8-1834D868DFOF
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: GTS Technology Solutions, Inc.:
DocuSigned by:
By: Valerie Washington(Jul 13,2022 17:00 CDT) By �jVt{{a
Name: Valerie Washington Name: Britta Butler
Title: Assistant City Manager Title: Executive Vice President
Date: Jul 13,2022 Date: 6/28/2022
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 ensuring all
By: performance and reporting requirements.
Name: Kevin Gunn
Title: Director, IT Solutions
&Eq:�=
By: Cynthi yree(Jun 28,2022 13:08 CDT)
Approved as to Form and Legality: Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
By: City Secretary:
Name: Taylor Paris
Title: Assistant City Attorney
By:
Contract Authorization: Name: Jannette Goodall
M&C: N/A Title: City Secretary
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