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HomeMy WebLinkAboutContract 56415 DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 CSC No.56415 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between GTS Technology Solutions Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A— Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B—Cooperative Agency Contract(e.g.,NJPA, DIR, BuyBoard); and 4. Exhibit C—Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on March 14, 2021 and ending on March 13, 2022. City shall be able to renew this agreement for 4 one-year renewal options by written agreement of the parties. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that 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. City shall give Vendor reasonable advance notice of intended audits. 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: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 To CITY: To VENDOR: City of Fort Worth GTS Technology Solutions Inc. Attn: Valerie Washington, Assistant City 9211 Waterford Centre Blvd Ste. 125 Manager Austin, TX 78758 200 Texas Street Facsimile: N/A Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent,copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a)procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s)to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c)replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor,terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data")by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 performance of any services performed under the Agreement or any Statement(s)of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers,directors, employees and agents, harmless from and against any and all claims, suits,causes of action,liability,loss,costs and damages,including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City.Vendor's obligation to defend,hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person By: Valerie Washington(Oct4,202111:02 CDT) responsible for the monitoring and administration Name: Valerie Washington of this contract,including ensuring all performance Title: Assistant City Manager and reporting requirements. Date: Oct 4, 2021 a Aib APPROVAL RECOMMENDED: By: Bobby Lee(Sep 24,202117:39 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager By: APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: Name: Taylor Paris Title: Assistant City Attorney By: "�"` � CONTRACT AUTHORIZATION: Name: Ronald Gonzales M&C: N/A Title: Acting City Secretary 4>a4�F oAr��a pp� °°°°°°°°°�yaa VENDOR: dd 0 o��� pv° S=d GTS Technology Solutions Inc. duo o*a ftwd by: 00000 Ay By: %p , to a��nEapS�pp ZCi11�E}F ] Title: [INSEW TIRIIIeE] Date: 9/23/2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 Exhibit A Appendix C Pricing Index DIR-CPO-4751 GTS Technology Solutions, Inc. • Category MSRP Ai rga i n Hardware 16.50% APC/Schneider Electric Hardware 35.00% Armis Software 5.00% Cradlepoint Hardware 12.75% Cradlepoint Software 10.00% Digi Hardware 5.00% Eaton Hardware 36.00% GTS Services 20.00% Havis Hardware- (Docking and Mounting for 5.00% Apple) Havis Hardware- (Integrated Displays) 5.00% Havis Hardware- (All Other Products) 37.00% Ikey Hardware 18.00% Industrial Network Solutions Hardware 10.00% Industrial Network Solutions Services 10.00% Kajeet Hardware 1.00% Kajeet Software 1.00% MCM Software 15.00% Nextivity Hardware 7.00% Nextivity Software 7.00% Panorama Antennas Hardware 18.00% Parsec Antennas Hardware 10.00% Peplink Hardware 12.75% Russell Electric Hardware 15.00% Sierra Wireless Data Hardware 8.25% Sierra Wireless Data Software 8.25% Tripp Lite Hardware 40.00% Universal Electric Corp-Starline Hardware 10.00% Vertiv Hardware 10.00% Vertiv Services 10.00% DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 Gi�p Quote#: QT0071103 TECHNOLOGY SOLUTIONS Date: 5/25/2021 Delivery Date: GTS Technology Solutions, Inc. Expire Date: 6/24/2021 9211 Waterford Centre Blvd Customer ID: TXFRTW13004 Suite 275 Sales Contact: Jacob Jiongo Austin, TX, 78758 Phone: (512)452-0651 • • FOR: TO: City of Fort Worth City of Fort Worth CUSTOMER • NO. Net 30 Days Herschel Sova SHIPPING TERMS SHIP VIA • ITEM CONTRACTQTY. UOM • PRICE WR44-M800-AE1-RF: DIGI INTERNATIONAL: DIR-CPO-4751 70.00 EACH $783.53 $54,847.10 LTE North America Multi-Carrier(700/850/ 1700(AWS)/1900 MHz),WiFi(B/G/N), Enterprise Software Package,5 VPN Tunnels, Extended Temperature,Rugged Enclosure,DC Power Cable, No Antennas 2 76000816:DIGI INTERNATIONAL:AC Power DIR-CPO-4751 70.00 EACH $71.19 $4,983.30 Supply-18VDC,Extended Temp.NEMA 5-15P (US)to 4-pin connector.Compatibility:WR44 3 DIGI-RM-PRM-SYR:Digi Remote Manager-5 DIR-CPO-4751 70.00 EACH $180.12 $12,608.40 YR Premier Edition 4 PWB-24-58-RSMARV:2.4/5.8GHz TRM ANT DIR-CPO-4751 140.00 EACH $10.23 $1,432.20 RA SMA REV POL 5 LPB-7-27-2SP:LOW PROF ANT 700-2700MHz DIR-CPO-4751 140.00 EACH $20.52 $2,872.80 2m SMAP Total Weight(EACH): 0 Sales Total: $76,743.80 Total Volume(EACH): 0 Freight&Misc.: $0.00 These prices do NOT include taxes,insurance,shipping,delivery,setup fees,or any cables or cabling services or Tax Total: $0.00 material unless specifically listed above.All prices are subject to change without notice.Supply subject to Total(USD): $76,743.80 availability. Page: 1 of 1 DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 DIR Contract No. DIR-CPO-4751 Exhibit 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 is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter "DIR") with its principal place of business at 300 West 15t" Street, Suite 1300, Austin, Texas 78701, and GTS Technology Solutions, Inc. (hereinafter "Vendor"), with its principal place of business at 9211 Waterford Centre Blvd, Suite 125, Austin,TX 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-CPO-TMP-443, on 10/28/2019, for Law Enforcement, Surveillance and Security Monitoring, Emergency Preparedness, Disaster Recovery Technology Products and Related Services. Upon execution of this Contract, a notice of award for RFO DIR-CPO-TMP-443 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; Appendix D, Customer Service Agreement Template; Exhibit 1, Vendor's Response to RFO DIR-CPO-TMP-443, including all addenda; and Exhibit 2, DIR-CPO-TMP- 443, 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 Appendix D, 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 initial term of this Contract shall be two (2)years commencing on the last date of approval by DIR and Vendor, with one (1) optional two-year renewal and one (1) optional one-year renewal. Prior to expiration of each term,the contract will renew automatically under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally,the parties by mutual agreement may extend the term for up to ninety(90) additional calendar days. Department of Information Resources Page 1 of 5 (DIR rev 06/2020) DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 DIR Contract No. DIR-CPO-4751 3. Product and Service Offerings A. Products Products available under this Contract are limited to law enforcement, surveillance and security monitoring, emergency preparedness, disaster recovery technology products and related services 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 law enforcement, surveillance and security monitoring, emergency preparedness, disaster recovery technology products and related services 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 three-quarters of one percent (0.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling$100,000.00 shall be $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: Hershel Becker or Successor in Office Department of Information Resources 300 W. 15t" St., Suite 1300 Austin,Texas 78701 Phone: (512)475-4700 If sent to the Vendor: Sue Hawk GTS Technology Solutions, Inc. Department of Information Resources Page 2 of 5 (DIR rev 06/2020) DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 DIR Contract No. DIR-CPO-4751 9211 Waterford Centre Blvd, Suite 125 Austin,TX 78758 Phone: (512) 897-8339 Email: sue.hawk@gts-ts.com 7. Shrink/Click-wrap License and Service 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. 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. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement/Service Agreement Template as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and Customer. If utilizing the Service Agreement Template, the Vendor and Customer may agree to terms and conditions that do not diminish or lessen the rights or protections of the Customer or the responsibilities or liabilities of the Vendor. C. Conflicting or Additional Terms 1. 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. 2. 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. 3. 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. 4. Vendor shall not [without prior written agreement from Customer's authorized signatory,] require any document that: 1) diminishes the rights, benefits, or protections Department of Information Resources Page 3 of 5 (DIR rev 06/2020) DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 DIR Contract No. DIR-CPO-4751 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. 5. 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. 6. 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 this page intentionally left blank.) Department of Information Resources Page 4 of 5 (DIR rev 06/2020) DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506 DIR Contract No. DIR-CPO-4751 This Contract is executed to be effective as of the date of last signature. GTS Technology Solutions, Inc. Authorized By: Signature on File Name: Britta Butler Title: VP of Sales Date: 3/11/2021 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: 3/14/2021 Office of General Counsel: Signature on File Department of Information Resources Page 5 of 5 (DIR rev 06/2020)