HomeMy WebLinkAboutContract 59916CSC No. 59916
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between GTS Technology
Solutions, Inc. ("Seller") and the City of Fort Worth, ("Buyer"), 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 — City's Terms and Conditions;
3. Exhibit B — Conflict of Interest Questionnaire.
4. Exhibit C — Texas Department of Information Resources DIR-CPO-4754; and
5. Exhibit D — DIR-CPO-4754 Seller's SOW
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C — DIR-CPO-4754, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-CPO-4754.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. This contract will be at no cost to the City of Fort Worth. Seller shall
not provide any additional items or services or bill for expenses incurred for Buyer not specified by this
Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer
shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer
first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on March 3, 2026 to coincide with the Cooperative
Purchase Agreement. Buyer shall be able to renew this agreement for one (1) two-year renewal and one
(1) one-year renewal options by written agreement of the parties.
[signature page following]
Cooperative Purchase
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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:
• N igk .
By: Valerie- shington Hug iv, LULS 11:uv w ij
Date:
Name: Valerie Washington
Title: Assistant City Manager
Aug 14, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST:
By:
obvoir
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p,�`eon
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P�a��1/o=°0
GQ4� nEa :,-,--
Name: Jannette Goodall
Title: City Secretary
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:
JS Park
JSPark(Aug 10,202.310:urwiJ
ame: Jeff Par
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Approved: N/A
Form 1295: N/A
ELLER:
GTS Technology Solutions, Inc.
By:
Tic Q �e
Name:
Title:
Date: Aug 1, 2023
Al"l EST:
By:
Name:
Title:
Cooperative Purchase
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. 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.
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.
2. 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.
3. 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.
Cooperative Purchase Page 3 of 12
4. 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.
5. 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.
6. 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.
7. 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.
8. 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
Cooperative Purchase Page 4 of 12
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.
9. 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 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.
10. 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.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
Cooperative Purchase Page 5 of 12
12. 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.
13. 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.
14. 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.
15. 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.
16. 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
Cooperative Purchase Page 6 of 12
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.
17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor 's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
18. 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.
19. 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.
20. 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
Cooperative Purchase Page 7 of 12
"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.
Cooperative Purchase Page 8 of 12
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http://www.ethics.state.tx.us/forms/CIO.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
OFFICE USE ONLY
Date Received
J Name of vendor who has a business relationship with local governmental entity.
GTS Technology Solutions, Inc.
A
that you file an updated
day after the date on which
Check this box if you are filing an update to a previously filed questionnaire. (The law requires
completed questionnaire with the appropriate filing authority not later than the 7th business
you became aware that the originally filed questionnaire was incomplete or inaccurate,)
Name of local government officer about whom the information is being disclosed.
NA
Name of Officer
.J Describe each employment or other business relationship with the local government officer,
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with
Complete subparts A and B for each employment or business relationship described. Attach
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely
other than investment income, from the vendor?
or a family member of the
the local government officer.
additional pages to this Form
to receive taxable income,
income, from or at the direction
is not received from the
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment
of the local government officer or a family member of the officer AND the taxable income
local governmental entity?
Yes No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
6�
of the officer one or more gifts
Check this box if the vendor has given the local government officer or a family member
as des abed in ($ection 176.003(a: (() (B), excluding described in Section 176.003(a-1).
gifts
7/28/2023
o ve or doing using with re governmental entity Date
Form provided by Texas Ethics Commission
www.ethics.state .tx. us
Revised 1/1/2021
EXHIBIT C
DIR-CPO-4754 DIR Contract No. DIR-CPO-4754
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
GTS Technology Solutions, Inc.
1 Introduction
A. Parties
This Contract for End -User IT Outsourcing 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 15th Street, Suite 1300, Austin, Texas 78701,
and GTS Technology Solutions, Inc., (hereinafter "Successful Respondent"), with its
principal place of business at 9211 Waterford Centre Blvd., Suite 275, Austin, Texas, 78758.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-442, on 10/09/2020, for End -User
IT Outsourcing. Upon execution of this Contract, a notice of award for RFO DIR-CPO-TMP-
442 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:
i. this Contract;
ii. Appendix A, Standard Terms and Conditions;
iii. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
iv. Appendix C, Statement of Work;
v. Appendix D, Master Operating Lease Agreement;
vi. Appendix E, Master Lease Agreement;
vii. Exhibit 1, Successful Respondent's Response to RFO DIR-CPO-TMP-442,
including all Addenda;
viii. and Exhibit 2, RFO DIR-CPO-TMP-442, including all Addenda;
are incorporated by reference and constitute the entire agreement between DIR and
Successful Respondent governing purchase transactions. In the event of a conflict between
the documents listed in this paragraph, the controlling document shall be this Contract, then
Appendix A, then Appendix B, then Appendix C, then Appendix D, the Appendix E, then
End -User IT Outsourcing Contract Page 1 of 9
DIR Contract No. DIR-CPO-4754
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 the last date of approval by
DIR and Successful Respondent, 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 sixty (60)
days in advance of the renewal date stating that the party wishes to discuss modification of terms
or not renew.
3 Option to Extend
The Successful Respondent agrees that DIR may require continued performance, not including
termination assistance, beyond the initial or any renewal Contract term, of any of the within
described services at the rates specified in the Contract. This option may be exercised more than
once, but the total extension of performance hereunder shall not exceed four (4) calendar months.
Such extension of services shall be subject to the requirements of the Contract, with the sole and
limited exception that the original date of termination shall be extended pursuant to this
provision. DIR may exercise this option upon thirty (30) calendar days written notice to the
Successful Respondent.
4 Service Offerings
This Contract is for services only. No hardware or software products may be sold under this
Contract. Any products needed to deliver final services must be procured through another
contract vehicle.
Services available under this Contract are limited to the End -User IT Outsourcing Services as
specified in Table 1 below. Successful Respondent may incorporate changes to their services
offering; however, any changes must be within the scope of the RFO and services awarded based
on the posting described in Section 1.B above. Successful Respondent may not add services
which were not included in the Successful Respondent's response to the solicitation described in
Section 1.B above.
End -User IT Outsourcing Contract Page 2 of 9
DIR Contract No. DIR-CPO-4754
Table 1
Management
Services
The management of customer owned equipment or vendor provided
equipment.
Provisioning of
Equipment
This category includes any information technology equipment that may be
made commercially available within the current and future technology
marketplace that addresses a business need of a Customer. Equipment
includes, but is not limited to: desktops/workstations, notebooks/portables,
mobility devices, end -user support servers, storage area networks,
networking, software, and peripherals. Services shall include, but not be
limited to: management of equipment procurement, equipment
configuration management, and provisioning of equipment. Successful
Respondent must be capable of provisioning equipment using standard
configurations developed by Customer. Successful Respondent shall be
responsible for bearing the cost of acquisition or lease costs that may be
applicable in the procurement process and for IT equipment that may be
required by a Customer.
Desktop
Outsourcing
Services
This category includes services related to desktop computers (or laptops
acting in the role of desktops), desktop hosting servers, the underlying
network infrastructure, the processes and the organization.
Desktop support services include:
• Deskside dispatch
• Hardware break/fix
• Installations, moves, adds and changes (IMAC)
• Remote server
• LAN/WAN (where applicable)
• Shrink-wrapped software (dispatched efforts)
• First -level application (dispatched efforts)
• Enterprise -specific (where required)
• IT asset inventory maintenance and process controls
• Backup and recovery processes
• Patch management
• Output management
• Hardware standards establishment
• Service desk (often included)
Asset Tracking
Services
Maintain a central asset management system to maintain tracking of
Successful Respondent owned equipment to include, but not be limited to:
physical location, user, software licenses, maintenance records, and end of
Agreement term dates. Information should be updated as necessary to
account for Installs/Moves/Adds/Changes (IMAC), maintenance, and
deskside support. The system should also be used for tracking any services
that are provided on Customer owned equipment that may be applicable to
a Supplemental Agreement.
End -User IT Outsourcing Contract
Page 3 of 9
DIR Contract No. DIR-CPO-4754
Support Services
Services provided in the course of providing Management Services.
Service Desk
Manage and supply a toll -free telephone number, email address, or
web -based application for a Customer to report maintenance issues,
trouble -tickets, and request other how-to assistance as necessary.
Process must include a timely confirmation of receipt of all Customer
reports and a resolution status of all service requests submitted.
IT service desk is defined as the provision of internal end -user support
for all IT services and includes:
• Labor, facilities, systems, processes, management and connectivity
for service desk support
• First -level and second -level support
• Problem categorization and logging
• Problem tracking and escalation
• Problem resolution
• Remote access and resolution
On Site Support &
Moves/Adds/Changes
(MAC) Services
Provide day-to-day technical on -site support services, to include, but
not be limited to: option of Successful Respondent staff residing at a
Customer location, assisting with complex problem identification,
resolving complex issues which cannot be resolved by assistance of the
help desk, installation of emergency hardware/software fixes,
troubleshooting, physical relocation of equipment, continuing
equipment modifications or upgrades, installation/de-installation,
packing/unpacking of equipment, and swaps/replacement of
equipment. Successful Respondent shall be capable of providing the
services described for volume -based projects that affect several end -
users as may be necessary throughout the term of a Customer's
Supplemental Agreement.
Remote Support
Services
Manage and provide remote support to "take over" and support a piece
of equipment from a centralized location by Successful Respondent
personnel. Successful Respondent shall provide phone support to
assist in resolution of problems from a location that is remote to the
end -user Customer.
Standard and Ad Hoc
Reporting and
Documentation
Produce various types of reports via online or hard copy as may be
required by a Customer. These may include, but not be limited to:
number of problems/calls logged, number of dispatch calls, and
resolution time frames. Successful Respondent shall allow a
Customer's authorized end -user to have electronic access to view and
query Successful Respondent's standard reports.
Break/Fix/Maintenance
Services
Manage support services, including bearing any cost, for all equipment
owned and provided by the Successful Respondent. This would include,
but not be limited to: time and materials maintenance, troubleshooting,
on -site support function, and upgrading of equipment as needed to
provide any new technology features.
Unwind/End of
Engagement Services
Manage the de -installation and packaging of Successful Respondent
provided equipment, to include but not be limited to: providing a plan
End -User IT Outsourcing Contract
Page 4 of 9
DIR Contract No. DIR-CPO-4754
to manage the unwind of the services, and removal of hard drives to be
left with a Customer for destruction
Technology Services
Specific applications or technology centered processes.
Mobility
This category defines mobility as the provision of internal end -user
support for all mobile functionality.
The mobile services include:
• Labor, facilities, systems, processes, management and connectivity
• Managing mobile devices, including bring your own device (BYOD)
to securely work with the customer's network and base systems
• Managing mobile device connectivity service
• Problem categorization and logging
• Problem tracking and escalation
• Problem resolution
Hosted Virtual
Desktop (HVD)
Services
HVD service that can access applications from a centralized server,
combined with a lower -cost desktop solution as the thin client.
Network Management
Services
Manage and provide services for network related issues, to include, but
not be limited to: connectivity troubleshooting, eliminating bottlenecks,
and monitoring. For DIR eligible telecom Customers,
telecommunications connectivity services will be achieved through the
DIR consolidated telecommunications system, TEX-AN.
Software Services
Manage services for software to include, but not be limited to: software
configuration management, patches, automated distribution, imaging
creation, and imaging implementations
Security Services
Manage security services as applicable to the equipment as described
within Item 1, Provisioning of Equipment, and, Procurement Services,
that may be provided. To include, but not be limited to: firewalls,
passwords, and data protection, equipment shipped in a default secure
configuration, and option to keep a hard drive is required within the
applicable equipment configuration. DIR reserves the right to
promulgate standards in relation to security services and such standards
will be discussed with Successful Respondents selected for negotiation.
Customers shall order the Services by execution of a Statements of Work (SOW). Successful
Respondent s shall respond by demonstrating qualifications and experience for each engagement.
At a minimum, each SOW will describe the service levels. From responses Customer will
determine best value. The Sample SOW format and service level examples are shown in
Appendix C. Services that can be included to provide End -User IT Outsourcing solutions are set
forth below. Some services may be unavailable as service components, at the discretion of the
Successful Respondent.
End -User IT Outsourcing Contract
Page 5 of 9
DIR Contract No. DIR-CPO-4754
5 Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Standard Contract Terms
and Conditions, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as limited
by Appendix C, Statement of Work, and shall include the DIR Administrative Fee.
6 DIR Administrative Fee
A) The administrative fee to be paid by the Successful Respondent to DIR based on the
dollar value of all sales to Customers pursuant to this Contract 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 Successful Respondent without further requirement for a formal contract
amendment. Any change in the administrative fee shall be incorporated in the price to the
Customer.
7 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
Chief Procurement Officer
Depaitnient of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
If sent to the Successful Respondent:
Sue Hawk
GTS Technology Solutions, Inc.
9211 Waterford Centre Blvd., Suite 275
Austin, Texas 78758
Phone: (512) 681-6246
Facsimile: (512) 452-0691
Email: sue.hawk@gts-ts.com
End -User IT Outsourcing Contract Page 6 of 9
DIR Contract No. DIR-CPO-4754
8 Software License, Statement of Work and Leasing Agreements
A) Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Successful
Respondent 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) Master Operating Lease Agreement
DIR and Successful Respondent hereby agree that Successful Respondent is authorized to
utilize the Master Operating Lease Agreement in Appendix D of this Contract for Lessees
that are Texas State Agencies or otherwise authorized to conduct lease transactions through
DIR contracts.
C) Master Lease Agreement
DIR and Successful Respondent hereby agree that Successful Respondent is authorized to
utilize the Master Lease Agreement in Appendix E of this Contract for DIR authorized entities
as Lessees that are not Texas State Agencies or otherwise required by statute to utilize the
Texas Public Finance Authority for such leasing transactions. Texas State Agencies that have
the requisite capital authority and who are not required to utilize such authority via the Texas
Public Finance Authority may or may not be eligible to utilize the Master Lease Agreement;
each such agency must confer with its own counsel to make this determination.
D) Statement of Work Template
Services provided under this Contract shall be in accordance with the Statement of Work
(SOW) Template as set forth in Appendix C of this Contract. No changes to the SOW terms
and conditions may be made unless previously agreed to by Successful Respondent and
Customer. If utilizing the SOW Template, the Successful Respondent 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 Successful Respondent .
E) Conflicting or Additional Terms
End -User IT Outsourcing Contract Page 7 of 9
DIR Contract No. DIR-CPO-4754
1) In the event that conflicting or additional terms in SOW 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
Successful Respondent product or service offering after the effective date of the update;
and, provided further, that, if Successful Respondent has responded to a solicitation or
request for pricing, no update of such linked documents on or after the initial date of
Successful Respondent 's initial response shall apply to that purchase unless Successful
Respondent 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) Successful Respondent shall not [without prior written agreement from Customer's
authorized signatory,] require any document that: 1) diminishes the rights, benefits, or
protections of the Customer, or that alters the definitions, measurements, or method for
determining any authorized rights, benefits, or protections of the Customer; or 2)
imposes additional costs, burdens, or obligations upon Customer, or that alters the
definitions, measurements, or method for determining any authorized costs, burdens, or
obligations upon Customer.
5) If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to the contract between DIR and Successful
Respondent or Successful Respondent and Customer, and Successful Respondent 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 Successful Respondent .
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.
9 Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts.
No exceptions have been agreed to by DIR and Successful Respondent.
End -User IT Outsourcing Contract Page 8 of 9
DIR Contract No. DIR-CPO-4754
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: Vice President
Date: 03/04/2021
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: 03/05/2021
Office of General Counsel: Signature on File 03/04/2021
End -User IT Outsourcing Contract Page 9 of 9
EXHIBIT D
GTS Technology Solutions SOW
GTS
TECHNOLOGY SOLUTIONS
Asset Recovery Services and Onsite Storage
Media Shredding
Statement of Work
By and Between
GTS Technology Solutions
9211 Waterford Centre Blvd. Ste. 275
Austin, TX 78758
And
City of Fort Worth
Submission Date: 07/24/2023
11 Page
CON
Executive summary 3
Purpose 3
Term of SOW 3
Scope 3
In Scope 3
Reports 4
Out of scope 4
Roles and responsibilities 4
GTS will perform the following 4
Customer will perform the following 5
Revenue Share 5
Approval 6
Terms and Conditions — in Accordance with DIR-TSO-4754 6
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EXECUTIVE SUMMARY
PURPOSE
GTS has been requested to provide onsite shredding of storage media and IT asset recovery services (ARS)
for legacy desktops, laptops, and other related accessories to be recycled, refurbished and/or resold. GTS
will provide all requested documentation for the City of Fort Worth to review as these services are being
completed in accordance with existing contract Terms & Conditions. GTS will provide a 50/50 Net Revenue
Share based on assets that have been recycled, refurbished and/or resold after costs have been removed.
TERM OF SOW
This SOW shall be effective upon signature and will remain in effect for three (3) years unless otherwise
terminated, extended, or amended in accordance with the provisions of the Agreement. The term of this
SOW may be terminated with 30 days' notice. GTS reserves the right to complete the process of any salvage
currently in GTS' possession prior to termination of SOW.
SCOPE
This section articulates the activities and services that will be considered in scope for the Contractor team
during this project.
IN SCOPE
The following items are in scope during this Contract:
ONSITE MEDIA SHREDDING
Service Scope
• Arrive onsite with equipment to shred storage media.
• Shred media/disks that have been removed from devices in a central location.
• Provide Customer an inventory report of serialized media/disks, asset IDs of devices, and general
counts for any other related peripherals collected, if applicable.
• Provide report containing the asset tag of the parent device being disposed with correlating
serial number of the media/disk being destroyed, and the date processed.
• Provide certificate of destruction.
• Financial reporting containing the costs incurred, revenue generated, and the net dollar amount
that is shared 50/50 between GTS and City of Fort Worth.
ASSET RECOVERY SERVICES (ARS)
Service Scope
• Transport Legacy Systems from customer site(s) to GTS warehouse in accordance with the
Deployment Schedule
■ Customer has the right to waive or keep certain equipment if desired by responsible
party/department.
• Assigned representative to confirm equipment is eligible for GTS ARS process:
3IPage
• Cover risk of loss for systems while in Service Provider's possession; if loss should occur,
Customer will be reimbursed for 50% of recycled value based upon third party batch assessment.
• Provide Customer an inventory report of serialized equipment & general counts for other related
peripherals collected.
• GTS will identify and manage the appropriate resources for this project.
DATA PRIVACY SERVICES
No data contained on storage media will be retained or copied in any manner, prior to destruction. GTS IT
Recycling Partner will undertake the physical destruction of each device. GTS will ensure that security is
not compromised during any transportation of Material between CLIENT, GTS, and GTS IT Recycling
Partner.
REPORTS
The Contractor assigned Project Manager will work with CUSTOMER's assigned personnel to an asset
and financial report for this project containing the following information:
Asset Report
• Unit details
■ Make
■ Model
■ Serial
• Storage media details
■ Relation back to parent device
• Date processed
Financial Report
• Cost incurred
• Revenue generated
• Net amount, split between GTS and the City of Fort Worth
OUT OF SCOPE
The following items are out of scope during this Contract:
• Any services not included in the In Scope section of this document.
ROLES AND RE
GTS WILL PERFORM THE FOLLOWING
• GTS will appoint a point of contact to communicate with CUSTOMER.
• GTS will provide reporting on a quarterly basis.
• GTS will physically destroy and shred target media as the method of destruction.
4IPage
CUSTOMER WILL PERFORM THE FOLLOWING
• Customer will provide GTS with a list of elements needed in the report i.e. make, model, TAG
number, Asset Number, etc.
• Customer will provide onsite point of contact for any signatures required.
REVENUE SHARE
GTS will provide a net 50/50 revenue share with Customer, after ALL costs, fees & services performed have been
assessed and covered in full. Associated fees & services which occur during the ARS process may include the
following items: onsite storage media shredding, transportation, warehousing, equipment rental, and related time
& materials. GTS will provide a monthly reimbursement based on that final amount to Customer each month.
5IPage
IN WITNESS WHEREOF, CUSTOMER and the Contractor have caused this SOW to be signed and
delivered by their duly authorized representatives as of the date of last signature below (the "Effective
Date").
City of Fort Worth
GTS
By:
By:
%n.rri4 S'4-4te
Printed Name:
Printed Name: Tracie Simental
Title:
Title: VP of Managed Services
Date:
Date: 08/01/2023
8/01/2023
TERMS AND CONDITIONS — IN ACCORDANCE WITH DIR-TSO-4754
The terms and conditions of this SOW shall be governed by the terms and conditions set forth in DIR-TSO-4754.
6IPage
GTS Asset Recovery_DIR-CPO-4754
Final Audit Report
2023-08-01
Created: 2023-08-01
By: Justin Easton (justin.easton@gts-ts.com)
Status: Signed
Transaction ID: CBJCHBCAABAAPNMsJYGJbV1ZfeC4VOAoYVFCAXbGaQiW
"GTS Asset Recovery_DIR-CPO-4754" History
Document created by Justin Easton (justin.easton@gts-ts.com)
2023-08-01 - 2:44:38 PM GMT- IP address: 66.195.100.50
Document emailed to Tracie Simental (tracie.simental@gts-ts.com) for signature
2023-08-01 - 2:46:59 PM GMT
Email viewed by Tracie Simental (tracie.simental@gts-ts.com)
2023-08-01 - 3:12:27 PM GMT- IP address: 104.47.66.126
C>o. Document e-signed by Tracie Simental (tracie.simental@gts-ts.com)
Signature Date: 2023-08-01 - 3:13:51 PM GMT - Time Source: server- IP address: 66.193.255.74
® Agreement completed.
2023-08-01 - 3:13:51 PM GMT
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