HomeMy WebLinkAboutContract 56420 DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
CSC No.56420
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 April 24, 2021 and ending on
April 24, 2022. City shall be able to renew this agreement for I 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(Oct 4,202111:01 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
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APPROVAL RECOMMENDED: By: Bobby Lee(Sep 24,202115:04CDT)
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 oa4�FOiRT��a N/A
Title: Acting City Secretary aOFk- _°°°°°° lyaa
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OVENDOR: ~° °0vooGTS Technology Solutions Inc. �a °°�°°°°°5q
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Name: TMS 'P" ROE]
Title: [I, 161KTSjJT E]
9/23/2021
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
Exhibit A
Appendix C - Pricing Index
D I R-TSO-4174
GTS Technology Solutions, Inc.
DIR CUSTOMER DISCOUNT%OFF
BRAND PRODUCT DESCRIPTION MSRP
Parsec Antennas 10.00%
Platesmart License Plate Recognition Hardware &Software 9.25%
Advantech - B+B Smartworx Switches/Gateway/ Router 10.00%
Managed Private Network Access Orders Under
Kajeet $200k 1.00%
Netmotion Software Mobile VPN 4.25%
GTS Services
Installation &Configuration
20.00
Voume Discount Pricing
Managed Private Network Access Orders Between
Kajeet $200k-$500k 2.00%
Managed Private Network Access Orders Greater
Kajeet than $500k 3.00%
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
GT Quote#: QT0067185
TECHNOLOGY SOLUTIONS Date: 5/25/2021
Delivery Date:
Expire Date: 6/24/2021
GTS Technology Solutions, Inc. Customer ID: TXFRTW13004
9211 Waterford Centre Blvd
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. UOMPRICE EKI-27281-CE:8 port Gigabit unmanaged DIR-TSO-4174 80.00 EACH $216.89 $17,351.20
Switch L2 Industrial Managed Ethernet Switch
2 MDR-40-24:B+B SMARTWORX:DIN rail DIR-TSO-4174 80.00 EACH $60.84 $4,867.20
Mount power supply that is 24VDC,1.7A output
power,MEANWELL
Total Weight(EACH): 0 Sales Total: $22,218.40
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): $22,218.40
availability.
Page:1 of 1
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
DIR Contract No. DIR-TSO-4174
Vendor Contract No.
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-TSO-TMP-418, on 12/22/2017, for Mobile Digital Video Recording
Systems, Accessories and Related Services. . Upon execution of this Contract, a notice of award
for RFO DIR-TSO-TMP-418 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-418, including all
addenda; and Exhibit 2, DIR-TSO-TMP-418, 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 initial term of this Contract shall be one(1) year commencing on the last date of approval by
DIR and Vendor, with three (3) optional one-year renewals. 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 03/2018)
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
DIR Contract No. DIR-TSO-4174
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to products as specified and listed 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 services specified and listed 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:
Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15t" St., Suite 1300
Austin,Texas 78701
Phone: (512) 475-1647
Facsimile: (512)475-4759
Email: kelly.parker@dir.texas.eov
Department of Information Resources Page 2 of 5 (DIR rev 03/2018)
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
DIR Contract No. DIR-TSO-4174
Vendor Contract No.
If sent to the Vendor:
Ryan Grant
GTS Technology Solutions, Inc.
9211 Waterford Centre Blvd
Suite 125
Austin,TX 78758
Phone: (512)452-0651
Facsimile: (512)452-0691
Email: ryan.grant@gts-ts.com
7. Software License, Service and Leasing 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.
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
Department of Information Resources Page 3 of 5 OR rev 03/2018)
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
DIR Contract No. DIR-TSO-4174
Vendor Contract No.
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 or 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 left blank intentionally)
Department of Information Resources Page 4 of 5 OR rev 03/2018)
DocuSign Envelope ID: D3E2AB78-5290-4402-9C21-91 CC1511 D506
DIR Contract No. DIR-TSO-4174
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: Rvan Grant
Title: President
Date: April 19, 2019
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: April24. 2019
Office of
General Counsel: M ark WQ%A-4,rd April 22, 2419
Department of Information Resources Page 5 of 5 (DIR rev 03/2018)