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HomeMy WebLinkAboutContract 52559-AD2DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D CSC No. 52559-AD2 ADDENDUM TO MANAGED SERVICES STATEMENT OF WORK BETWEEN THE CITY OF FORT WORTH AND GTS TECHNOLOGY SOLUTIONS, INC. This Addendum to Managed Services Statement of Work ("Addendum") is entered into by and between GTS Technology Solutions, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Managed Services Statement of Work; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Managed Services Statement of Work (the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire six (6) months following ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. Addendum OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. Addendum Page 2 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall Addendum Page 3 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. Addendum Page 4 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D 16. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the 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 Addendum Page 5 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 21. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Addendum Page 6 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D 22. Insurance. 22.1 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: 22.1.1 Commercial General Liability: 22.1.1.1 Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 22.1.1.2 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. 22.1.1.3 Defense costs shall be outside the limits of liability. 22.1.2 Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 22.1.3 Technology Liability (Errors & Omissions) 22.1.3.1Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or 22.1.3.2 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. 22.1.3.3 Coverage shall include, but not be limited to, the following: 22.1.3.3.1 Failure to prevent unauthorized access; 22.1.3.3.2 Unauthorized disclosure of information; 22.1.3.3.3 Implantation of malicious code or computer virus; 22.1.3.3.4 Fraud, Dishonest or Intentional Acts with final adjudication language; 22.1.3.3.5 Intellectual Property Infringement coverage, specifically including coverage for intellectual property Addendum Page 7 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 22.1.3.3.6 Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 22.1.3.3.7 Any other insurance as reasonably requested by City. 22.2 General Insurance Requirements: 22.2.3 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. 22.2.4 The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 22.2.5 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 Addendum Page 8 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D 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. 22.2.6 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. 22.2.7 Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 22.2.8 Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Addendum Page 9 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vile. L&A-- By: Valerie Washington (Jan 13, 202316:04 CST) Name: Valerie Washington Title: Assistant City Manager Date: J a n 13, 2023 Vendor: GTS Technology Solutions Inc. DocuSigned by: �.e By: S Name: a Title: GTS Technology Solutions Date: 12/28/2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 00E!� By: Cynthi yree (Dec 29, 202213:20 CST) Name: Cynthia Tyree Title: Assistant Director, IT Solutions 44440p4�� City Secretary: 0 �Rr*& -',d PVo 0=0 00 *�d dawn nEXA?o°b Yanno��o S. GOOG�GIII By: Jannette S. Goodall (Jan 17, 2023 07:14 CST) Name Title: Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 10 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and GTS Technology Solutions, Inc., ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide Managed Services for installation of Audio -Visual. In order to provide the necessary support, Vendor needs access to Internet and Intranet ITSM System (the "Services"). 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing the Services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, Addendum Page 11 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as Addendum Page 12 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D 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, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or Addendum Page 13 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Addendum Page 14 of 15 DocuSign Envelope ID: 533D3368-5CCD-4922-97E0-7D73F8E5030D Executed effective as of the date signed by the Assistant City Manager below. FORT WO TH: City of Fort Worth By: Name: Valerie Washington Title: Assistant City Manager Date: Approval Recommended: By: Name: Kevin Gunn Title: IT Solutions Director Attest: By: Name: Jannette Goodall Title: City Secretary VENDOR: GTS Technology Solutions, Inc. DocuSigned by: By: Name: to Title: GTS Technology solutions Date: 12/28/2022 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Cynthia Tyree Title: Assistant Director, IT Solutions Approved as to Form and Legality: By: Name Title: Taylor Paris Assistant City Attorney Contract Authorization: M&C: N/A Addendum Page 15 of 15 DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE GTS TECHNOLOGY SOLUTIONS Managed Services Statement of Work By and Between GTS Technology Solutions 9211 Waterford Centre Blvd. Ste. 275 Austin, TX 78758 And City of Fort Worth 275 W. 13t" Street Fort Worth, TX 76102 Submission Date: 10/12/2022 DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE Executivesummary.............................................................................................................................................3 Purpose......................................................................................................................................................................3 Scope.......................................................................................................................... Error! Bookmark not defined. In Scope...................................................................................................................... Error! Bookmark not defined. Out of scope............................................................................................................... Error! Bookmark not defined. Roles and responsibilities..................................................................................... Error! Bookmark not defined. Contractor will perform the following........................................................................ Error! Bookmark not defined. Customer will perform the following.......................................................................... Error! Bookmark not defined. Approach.................................................................................................................... Error! Bookmark not defined. Deliverables................................................................................................................ Error! Bookmark not defined. Assumptions............................................................................................................... Error! Bookmark not defined. Reports and meetings................................................................................................. Error! Bookmark not defined. Period of performance............................................................................................... Error! Bookmark not defined. Pricing.................................................................................................................. Error! Bookmark not defined. Billing.......................................................................................................................... Error! Bookmark not defined. Paymentaddress.......................................................................................................................................................6 Project acceptance............................................................................................... Error! Bookmark not defined. Change management.................................................................................................. Error! Bookmark not defined. Acceptance................................................................................................................................................................7 Project completion criteria......................................................................................... Error! Bookmark not defined. Payment terms........................................................................................................... Error! Bookmark not defined. Approval..................................................................................................................... Error! Bookmark not defined. Appendix a — change request form.....................................................................................................................9 Termsand Conditions.......................................................................................................................................10 Authorization and Acceptance............................................................................. Error! Bookmark not defined. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE EXECUTIVE SUMMARY A PURPOSE City of Fort Worth is seeking to extend the existing break fix support services for Dell Rugged devices and in car peripherals. City of Fort Worth ("Customer") hereby engages GTS Technology Solutions ("GTS") to perform the services specified herein (the "Services"). This agreement defines the Managed Service provided by GTS. The term of this agreement is for six (6) months. L� This section articulates the activities and services that will be considered in scope for the GTS team during this project. IN SCOPE The following items are in scope during this Contract: MDC BREAK FIX MANAGE SERVICES The following details the break fix managed services offering. GTS will support mobile computing hardware for 1,251 fleet vehicles. Service requests will be acknowledged by technician within four (4) hours. Onsite SLA of next business day. 1. Onsite Support for Break -Fix Services for the following hardware: a. Dell Rugged Laptop b. Havis Vehicle Docking Station c. Cradlepoint Router d. Mulit-Band External Antenna 2. Provide Parts, Warehousing and Inventory Reporting for Spare Parts Locker a. Provide local facility for receiving and storing parts b. Provide inventory reports as requested to City of Fort Worth c. Deliver equipment to correct location based on ticket information d. Install/repair services will be performed in conjunction with delivery. e. Secure acceptance documentation 3. Provide the City of Fort Worth with an email address for routing and submission of tickets a. City of Fort Worth will take first call and assign to GTS if issue is believed to be hardware related b. Tickets will be generated thru email notifications c. Dedicated phone number for ticket status will be available 4. Management of Hardware Repairs and Warranty Claims a. GTS will track and assign tickets via the GTS ticketing system b. GTS will provide ticket resolution/close out detail c. Customer portal will be available for ticket status updates d. GTS technicians will provide all required tools for proposed support e. GTS Technician will be assigned to the City of Fort Worth for this engagement. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE INCIDENT MANAGEMENT GTS will provide a centralized incident management system to track all issues and service requests which will be submitted through email. GTS will provide a Customer portal for reviewing tickets status as well as reporting data. REPORTING This section summarized the reporting GTS will provide on a monthly basis. These reports are as follows: 1. Monthly Incidents and Service Requests a. Report will be generated every month for Incidents and Service Requests submitted by the customer and closed by GTS technicians. 2. Number of Tickets Acknowledged Per the Agreed Upon SLA a. Report will be generated every month containing number of tickets that were acknowledged within four (4) hours or tickets that exceeded the SLA 3. Incident Frequency and Trends a. Reports will be provided detailing recurring issues and common resolutions based on issue frequencies. PROJECT EXCLUSIONS / OUT OF SCOPE ACTIVITIES The following items are out of scope during this Contract: 1. Software Support 2. Any services not included in the In Scope section of this document In order to manage a customer's environment certain assumptions, need to be made. Based on our current knowledge, the engagement assumptions are identified in the following sections: "Project Assumptions", "Technical Assumptions" and "Standard Assumptions". GENERAL PROJECT ASSUMPTIONS • Customer will appoint a project sponsor to be the main point of contact for this service agreement. • The appointed project sponsor will have decision -making authority over all aspects of the project, including facilitating commitment of Customer resources and employees, decisions regarding scope management, and issue or conflict resolution. • Customer will provide network connectivity and Internet access to GTS as needed. • Customer will provide elevated network and system credentials. • Any Service, process, product or procedure that is not explicitly and clearly stated in this "Statement of Work" is outside the scope of work. • This SOW is based on discussions with the Customer and does not take into account any changes to the environment made by the customer or third parties since its writing. If a significant change has occurred in this period, a change order may be required to account for these changes. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE TECHNICAL ASSUMPTIONS • All work will be performed during normal business hours. However, support can be provided for special events with notice ahead of time. • GTS will provide a Service Manager with oversight of the services agreement. • Customer to provide access to all relevant facilities and systems. STANDARD ASSUMPTIONS Standard Software Assumptions • Software specifications are not included in this SOW. Unless specifically addressed in this SOW, it is assumed that all software required to complete the Services will be in place prior to the start of Services. GTS may, at its discretion, provide any additional software not already in use. • The GTS representative will have access to all software required to perform the Services specified in this SOW. • Pursuant to software required for the completion of Services, it is assumed that all original product documentation will be available prior to the start of Services. • The GTS representative will have access to the necessary passwords, including root access, to all systems required to successfully complete the Services. Standard Personnel Assumptions • Any personnel designated for skills transfer will be available on the schedule agreed upon between Customer and GTS during the engagement. • The Services shall be performed in a skilled and workmanlike manner. GTS shall assign only those employees or subcontractors who have the requisite experience, knowledge, training, and capability to provide the Services hereunder. If at any time Customer determines that an assigned individual can no longer contribute toward the successful completion of the Services and to supply a replacement with equal or better credentials within a reasonable time period. • Continuously, without interruption, while on Customer premises, GTS and its personnel shall observe Customer rules and regulations with respect to conduct, health and safety and protection of persons and property. MANAGED SERVICES PRICING General. Pricing for Standard Services provided under this Agreement is set forth under Fixed Pricing and Invoicing. All Projects will be reviewed on an individual case basis for pricing and approvals. Fixed Services. The following sets forth the Pricing for Fixed Services as of the Effective Date. The table defines the cost for support for the services being performed in accordance with the guidelines herein this Statement of Work. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE Table A-1: Pricing. The above pricing has been proposed in accordance with DIR-CPO-4754 Invoicing. GTS shall provide monthly invoices that accurately reflect services that are properly: 1.Authorized and performed by the Designated Customer Representative 2.Delivered and accepted by Customer 3.Charged on a timely basis in accordance with the terms and provisions of the Agreement 4.13ill shall accurately reflect services for which payment is sought and the period by which they were performed. Form of other Bills or Requests for Payment. GTS shall bill Customer using a single summary invoice with detailed support attachments that are clear and simple for payment of services provided, with GTS stated as the sole billing entity without reference to any subcontractor hired by GTS. The single summary invoice shall clearly identify services rendered. The single summary invoice shall include the billing cycle dates, a distinct GTS invoice number, GTS remit address, a summary of the current monthly by service component and identifying information required by the Customer which shall be clarified during the initial implementation phase of the Agreement. Such bills and support documentation shall be sent electronically as well as hardcopies mailed or delivered to: Customer, ATTN: IT Finance, 275 W. 13ch St. Fort Worth, TX 76102. Billing Entities. All bills to the Customer shall state GTS as the sole provider/billing entity and the Customer as sole customer of GTS. GTS shall not bill on behalf of any other entity or make any reference to any subcontractor of GTS. Notes: PAYMENT ADDRESS GTS Technology Solutions DEPT. 6877 P.O. Box 660003 Dallas, TX 75266 DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE FIXED PRICING AND INVOICING Access to Billing Detail. Upon receiving written or electronic e-mail request, GTS shall promptly provide Customer all bills, statements, or other requests for payment, and any supporting documentation for such invoices. Invoices shall contain enough detail to enable the Customer to identify the specific charge for each service for which GTS is seeking payment. Documentation supporting each single summary invoice shall include the billing code, Customer purchase order number for each service GTS is seeking payment. Billing Cycle. The billing cycle is the calendar month. GTS shall deliver the single summary bill for payment by the 10th of each month after the end of the billing cycle corresponding to such request. Disputes. GTS shall acknowledge receipt and estimate any time needed to research all disputes and/or issues regarding customer billing within five (5) business days of receiving written notification (including electronic mail) of a dispute from Customer. GTS shall resolve disputes to the full satisfaction of both the GTS and the Customer within thirty (30) business days from the acknowledgement date of the dispute. The Customer reserves the right to hold payment, refuse payment or remit a reduced payment for any good faith disputes until resolved. The GTS shall process a separate credit invoice for any dispute that results in a credit within ten (10) business days upon resolution of the dispute. General. Acceptance of any Equipment, Software, or Services shall be effective when the Designated Customer Representative has accepted such Equipment, Software, or Service pursuant to the Customer's Communication and Information Services Standard for Change Management. When GTS or Customer determines that a change is necessary to refine a process, procedure, or specific responsibility identified in this SOW, the party proposing the change will document the request using the change request form provided. The request will be presented in a change management meeting where both parties will mutually agree to accept or reject the change request. This change management meeting will be within 5 business days of the request. A conference call between both parties that addresses the change request will be considered a change management meeting as long as both parties are present. The receiving party will review the proposed Change Request and determine whether the change is acceptable or requires modifications. Both parties will review the proposed Change Request and will (i) approve it, (ii) agree to further investigation, or (iii) reject it ("Change Management Process"). When the parties agree to the change, they will sign the Change Request, which upon signing by both parties will constitute authorization to implement the change. Acceptance. The Customer shall either accept or reject GTS's Services or Work Product within a reasonable number of days from performance. For this Project SOW, Services or Work Product shall be accepted or rejected within 25 days from performance. Services or Work Product will be deemed acceptable to the Customer if it conforms in all material respects with Services described in this SOW. GTS will have full responsibility for the deliverables and the tasks listed in this SOW. All work products will be submitted to the Customer PM for acceptance and approval. The Customer PM may request that a deliverable outline be submitted for approval prior to work commencing on the deliverable. All correspondence and documentation will be delivered in both paper and electronic format unless otherwise agreed to by GTS and the Customer PM. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE The Customer will complete a review of each submitted deliverable within five work days from the date of receipt. Customer feedback which indicates revisions to a deliverable are required will be addressed and re -submitted by GTS within ten work days unless approval (in writing) for a different length of time is obtained from the Customer PM or designate. The Customer will either accept or reject the GTS's Services or Work Product within a reasonable number of days from performance. For this Project SOW, Services or Work Product will be accepted or rejected within 5 days from performance completion date. Failure to provide acceptance or rejection within 5 days will be considered acceptance of the deliverable. If Customer gives notice of rejection, then GTS will have an additional ten (10) days, within which to cure any deficiencies identified in writing by the Customer. Consultant 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 Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant 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 Consultant not less than 10 days written notice of any intended audits. Consultant 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 the 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. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the 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 8008.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE Change# 001 Between: GTS CUSTOMER Priority (select one) Low, Medium, High Client Name Date Change Manager Related Issue # CONTACT INFORMATION Prepared by Phone Email Change Owner Phone Email Client/Contractor Phone Email Contact DESCRIPTION OF EXISTING STATE b Details: REQUESTED IMPACT 4 Quality or Related SOW Section CHANGE b Cost Schedule Quantity Details: IMPACT b Details: Total Cost of this Paid By 4 CUSTOMER GTS Change (keep all that apply) GTS -F CUSTOMER Signature Signature Name Name DocuSign Envelope ID: D47ED1A6-6D89-4BFC-A3B2-8EA4AB5D17DE TERMS AND • • This SOW has been proposed in accordance with contract DIR-CPO-4754 and shall comply with the related Terms and Conditions as listed on the Texas Department of Information Resources website. The term of this agreement is for six (6) months. By signing below, both GTS and the Customer agree to the Terms and Conditions of this SOW. GTS Technology Solutions City of Fort Worth DocuSigned by: F6FFF9SR1^69F,111--... � t,A� Si l�A Signature: Signature: Name: Traci a Si mental Name: Title: GTS Technology Solutions Title: Date: 12/28/2022 Date: Upon execution, please submit signed document to Tracie Simental@gts-ts.com.