HomeMy WebLinkAboutContract 54073 DocuSign Envelope ID:655C894F-77FF-434E-A07A-CC96E1055D19
CSC No.54073
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, a
Texas Corporation ("Vendor") to purchase hardware and software for surveillance, security and
monitoring products and related 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—Department of Information Resources Contract No. DIR-TSO-3562
("Cooperative Contract"); and
3. Schedule C—DIR-TSO-3652 Appendix C Pricing Index
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.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed Ninety-nine Thousand, Nine Hundred and Ninety-nine
Dollars ($99,999.00)per year.
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 November 4,2020 after
the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties.
The 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)
J�N 3 p 2020
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FT WORTH TX
RECORDCRETARY
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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: "'' ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Jun 25,2020
By: gem y >a no ,cmn
Approval Recommended: Name: Bobby Lee
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
By: ,..,_N., �n
Name: Roger Wright
Title: Interim IT Solutions Director
By: 97i�S LV1[6
eu �o��mn
Attest: Name: John B. Strong
Title: Assistant City Attorney
� •' f .i Contract Authorization:
Name: Mary J. Kays ' C lv
Title: City Secretary , r
ti
VENDOR:
GTS
By: rDocuSigned by:
r�a�u Cr'avJ
Name: Ryan Grant
Title: President
Date: 6/24/2020 OFF9(AL RECORD
CITY SECRETARY
FT. WORTH, TX
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Schedule A
FOR*
T WORTH,
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,
agrees that it shall treat all information provided to it by the City ("City Information") as
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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,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
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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 8C
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
expense of payment for claims or actions against the City pursuant to this section 8,
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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:
7.1.1. Commercial General Liability:
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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
intellectual property infringement, including infringement of patent,
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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
Division prior to execution of this Agreement.
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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
Attn: Assistant City Manager 9211 Waterford Centre Blvd Ste 125
200 Texas Street Austin,TX 78758
Fort Worth TX 76102
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
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.
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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
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.
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.
18. 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
a Network Access Agreement.
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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")of 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(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
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.
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
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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 term 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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DIR Contract No. DIR-TSO-3652
Vendor Contract No.
Schedule B
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
GTS TECHNOLOGY SOLUTIONS, INC.
1. Introduction
A. Parties
This Contract for Products and Related Services ("Contract") is entered into between the
State of Texas ("State"), acting by and through the Department of Information Resources
("DIR") with its principal place of business at 300 West 15t' Street, Suite 1300, Austin,
Texas 78701, and GTS Technology Solutions, Inc. ("Vendor"), with its principal place of
business at 9211 Waterford Centre Boulevard, Austin, Texas 78758.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-SDD-TMP-229, on October 6, 2015, for
Products and Related Services for Surveillance, Security and Monitoring. Upon execution
of this Contract, a notice of award for RFO DIR-SDD-TMP-229 shall be posted by DIR
on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows:
this Contract; Appendix A, Standard Terms and Conditions For Products and Related
Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan; Appendix C, Pricing Index; Exhibit 1, Vendor's Response to RFO
DIR-TSO-TMP-229, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-229,
including all addenda; are incorporated by reference and constitute the entire agreement
between DIR and Vendor governing purchase transactions. In the event of a conflict
between the documents listed in this paragraph related to purchases, the controlling
document shall be this Contract, then Appendix A, then Appendix B, then Appendix C,
then Exhibit 1,and finally Exhibit 2. In the event and to the extent any provisions contained
in multiple documents address the same or substantially the same subject matter but do not
actually conflict, the more recent provisions shall be deemed to have superseded earlier
provisions.
2. Term of Contract
The term of this Contract shall be one (1) year commencing on the last date of approval by
DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the
Contract,upon mutual agreement,for up to three(3)optional one-year terms. Additionally,
the parties by mutual agreement may extend the term for up to ninety (90) additional
calendar days.
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DIR Contract No. DIR-TSO-3652
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Products and Related Services for
Surveillance, Security and Monitoring as specified in Appendix C, Pricing Index.
Vendor may incorporate changes to their product offering; however, any changes must
be within the scope of products awarded based on the posting described in Section 1.13
above. Vendor may not add a manufacturer's product line which was not included in
the Vendor's response to the solicitation described in Section 1.13 above.
B. Services
Services available under this Contract are limited to Products and Related Services for
Surveillance, Security and Monitoring as specified in Appendix C, Pricing Index.
Vendor may incorporate changes to their service offering; however, any changes must
be within the scope of services awarded based on the posting described in Section 1.13
above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing,
Purchase Orders,Invoices and Payment,and as set forth in Appendix C,Pricing Index,and
shall include the DIR Administrative Fee.
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is three-quarters of one percent (.75%).
Payment will be calculated for all sales, net of returns and credits. For example, the
administrative fee for sales totaling$100,000 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon
written notice to Vendor without further requirement for a formal contract amendment.
Any change in the administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Dana L. Collins, CTPM, CTCM
Manager, Contract and Vendor Management
Department of Information Resources
300 W. 15a' St., Suite 1300
Austin, Texas 78701
Phone: (512) 936-2233
Facsimile: (512)475-4759
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DIR Contract No. DIR-TSO-3652
Vendor Contract No.
Email: dana.collins@dir.texas.gov
If sent to the Vendor:
Sue Hawk
GTS Technolgy Solutions, Inc.
9211 Waterford Centre Boulevard
Austin, Texas 78758
Phone: (512)452-0651
Facsimile: (512)452-0691
Email: sue.hawk(crbgts-ts.com
7. Software License Agreements
A. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by
Vendor after the effective date of this Contract, and irrespective of whether any such
provisions have been proposed prior to or after the issuance of a Purchase Order for
products licensed under this Contract, or the fact that such other agreement may be
affixed to or accompany software upon delivery (shrink-wrap), the terms and
conditions set forth in this Contract shall supersede and govern the license terms
between Customers and Vendor. It is the Customer's responsibility to read the
Shrink/Click-wrap License Agreement and determine if the Customer accepts the
license terms as amended by this Contract. If the Customer does not agree with
the license terms, Customer shall be responsible for negotiating with the reseller
to obtain additional changes in the Shrink/Click-wrap License Agreement
language from the software publisher.
B. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License
Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or
supplemental documents amend or diminish the rights of DIR Customers or the State,
such conflicting or additional terms shall not take precedence over the terms of this
Contract.
In the event of a conflict, any linked documents may not take precedence over the printed
or referenced documents comprising this contract;provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product
or service offering after the effective date of the update; and, provided further, that, if
Vendor has responded to a solicitation or request for pricing, no update of such linked
documents on or after the initial date of Vendor's initial response shall apply to that
purchase unless Vendor directly informs Customer of the update before the purchase is
consummated.
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DIR Contract No. DIR-TSO-3652
Vendor Contract No.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective
until reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not [without prior written agreement from Customer's authorized
signatory,] require any document that: 1) diminishes the rights, benefits, or protections
of the Customer, or that alters the definitions, measurements, or method for determining
any authorized rights,benefits, or protections of the Customer; or 2) imposes additional
costs,burdens,or obligations upon Customer,or that alters the definitions,measurements,
or method for determining any authorized costs,burdens, or obligations upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer,and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract, which in such case
may be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
(Remainder of Page Intentionally Left Blank)
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DIR Contract No. DIR-TSO-3652
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
GTS TECHNOLOGY SOLUTIONS, INC.
Authorized By: Signature on File
Name: Ran Grant
Title: President
Date: 11/4/2016
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 11/4/2016
Office of General Counsel: DB 11/4/2016
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Schedule C
Appendix C Pricing Index
DI R-TSO-3652
GTS Technology Solutions, Inc.
D - Customer
Brand Discount % off
Micient 10.00%
Antenna Plus 16.50%
Apptricity 8.75%
CalAmp 12.00%
CASE 4.25%
Cellebrite 4.25%
CradlePoint 12.75%
Datalux 6.50%
Digi 5.00%
Edge360 12.00%
Gamber Johnson 32.00%
Global Technology Systems, Inc. 20.00%
Key 15.00%
MI Inc. 15.00%
Metron 10.00%
Novatel 8.00%
Panorama Antennas 18.00%
Peplink 5.00%
Sierra Wireless 8.25%
Trinity Innovative Solutions, LLC 10.00%
Utility Associates (Non-Body Camera products) 8.25%
Vigilant Solutions 7.50%
WCCTV(Non-Body Camera products) 6.50%
Zadara 8.00%
D - Customer
Related Services Discount % off
MSRP
Installation of Hardware, Infrastructure& Related Services-
Pricing based on Project(estimated upon regular hours, M-F 15.00%
8:00-5:00).
Setup&Commisioning- billed per camera, during regular hours
M-F 8:00-5:00 (Project or Hourly);Afterhours at additional 15.00%
charge, TBD.
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DIR Customer
Related Services Discountoff
System Testing & Evaluation. Regular hours M-F 8:00-5:00 15.00%
Project or Hourly); Afterhours at additional charge, TBD.
Remote or Onsite Training, Regular hours M-F 8:00-5:00
(Project or Hourly). Onsite Rates subject to additional Travel 15.00%
Expense charges.
Maintenance or Repair of System. Regular hours M-F 8:00-5:00 15.00%
(Project or Hourly); Afterhours at additional charge, TBD.
Monitoring &Support factored upon yearly or monthly rate,
pricing may be based per camera&does not include hardware 15.00%
,warranty.
*Important Note: Vendors quote to DIR customers shall include the DIR administrative
fee. The fee will be added after discount off MSRP is applied.
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