HomeMy WebLinkAboutContract 60692DocuSign Envelope ID: E15F8B62-861D-4162-BA60-65532828239C
fOJiT ;OJTli CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT CSC No. 60692 This Cooperative Purchase Ag1·eement ("Agreement") is entered into by and between GTS Technology Solutions, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rnle municipality. The Cooperative Purchase Agreement includes the following documents which shall be constmed in the order of precedence in which they are listed: l.This Cooperative Purchase Agreement;2.Exhibit A-Cooperative Agreement Pricing Index;3.Exhibit B -Cooperative Agreement; and4.Exhibit C -Conflict of Interest Questionnaire.Exhibits A, B, and C which are attached hereto and incorporated herein, are made a pa11 of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the tenns and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed Twenty Four Thousand Five Hundred Twenty Eight and 00/100 dollars ($24,528.00). Vendor shall not provide any additional items or se1vices or bill for expenses incuned for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The te1111 of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on January 10, 2024. City shall be able to renew this agreement for Zero (0) one-year option by written agreement of the pai1ies. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pe1tinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during nonnal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively dete1111ined to have been delivered when (1) hand-delivered to the other paity, its agents, employees, se1vants or representatives, (2) delivered by facsimile with electronic confinnation of the transmission, or (3) received by the other pa11y by United States Mail, registered, retmn receipt requested, addressed as follows: Cooperative Purchase Page 1 of 10
DocuSign Envelope ID: E15F8662-861D-4162-BA60-65532828239C
To CITY:
City of Fort Wortli
Attu: Valerie Washingtou,
Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsunile: (817) 392-8654
To GTS Tec}�uology Solutions, Inc.:
GTS Tec}�nology Solutions, Iuc.
Assistant City ATTN: Legal Depaitineut
9211 Waterford Centre Blvd Ste 125
Austin, TX_ 78758
Facsunile: N/A
With copy to Fort Worth City AttoiYiey's Office
at same adcl�ess
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
egpense, 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 fi�om City's use of the Deliverable(s), or any part thereof, in accorciance
�vith 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 Vencior bears the cost and
expense of payment for claims or actions against the City pursuant to this section, 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; ho�vever, City shall have
the right to fully participate in any and all such settlement, negotiations, or la�vsuit as necessa�y to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for �vhatever reason, assumes the responsibility for payment of costs and egpenses 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 anci all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate �vith the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, �vith copies of all papers City may receive
relating thereto. Notwithstanciing the foregoing, the City's assumption of payment of costs or
egpenses 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 resh�ained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its o�vn egpense 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-infi�inging,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) �vith equally suitable, compatible, and functionally
equivalent non-infringing Deliverable(s) at no additional charge to City; or (cl) if none of the
foregoing alternatives is reasonaUly available to Vendor, terminate the Agreement, and refund all
amounts paici to Venclor by the City, suUsequent to which termination City may seek any and all
remedies availaUle to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISI?E INSURANCE COVERAGE REQUIRED BY CITY.
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Data Breach. Vencior further agrees that it �vill monitor and test its data safeguards from
time to time, and to adjust its data safeguards fi•om time to time in light of relevant circumstances
or the results of any relevant testing or monitoring. If Vendor suspects or Uecomes a�vare of any
unauthorized access to any financial or personal icientif aUle information ("Personal Data") by
any unauthorizecl person or third party, or Uecomes a`vare of any other security Ureach relating
to Personal Data held or stored by Vendor under the Agreement or in connection �vith the
performance of any services performed uncier the Agreement or any Statement(s) of Work ("Data
Breach"), Vendor shall immediately notify City in �vriting and shall fully cooperate with City at
Vendor's egpense to prevent or stop such Data Breach. In the event of such Data Breach, Vencior
shall fully anci immecliately comply with applicable laws, ancl shall take the appropriate steps to
remedy such Data Breach. Vendor will defend, indemnify ancl hold City, its Affiliates, and their
respective of�cers, directors, employees and agents, harmless from and against any and all claims,
suits, causes of action, liability, loss, costs and damages, inclucling reasonable attorney fees, arising
out of or relating to any third party claim arising from Ureach Uy Vendor of its oUligations
contained in this Section, egcept to the egtent resulting fi•om the acts or omissions of City. All
Personal Data to which Vendor has access uncier the Agreement, as beri�veen Vendor and City, will
remain the property of City. City hereby consents to the use, processing ancUor disclosure of
Personal Data only for the purposes descriUed herein and to the egtent such use or processing is
necessaiy for Vencior to cariy out its duties and responsibilities uncier the Agreement, any
applicable Statement(s) of Work, or as required by law. Venclor �vill not transfer Personal Data to
third parties other than through its underlying nerivork provicier to perform its oUligations under
the Agreement, unless authorizeci in writing by City. Vendor's obligation to clefencl, hold harmless
anci indemnify City shall remain in full effect if the Data Breach is the result of the actions of a
thirci party. All Personal Data cieliverecl to Venclor shall be stored in the United States or other
jurisclictions approved by City in writing ancl shall not be transferred to any other countries or
jurisdictions without the prior �vritten consent of City.
No Bovcott 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 Tegas Government Code, City is prohiUited fi•om entering into a conh�act with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) cloes not boycott Israel; ancl (2) will not boycott Israel ciuring the term of the conh�act. The
terms "boycott Israel" and "company" shall have the meanings ascriUed to those terms in Section
808.001 of the Texas Government Code. By Sla 1llitb lltis Addendunr, Vendor certifres lltat Vendor's
sig�tature provides writte�t verifrcation to City tlral Vendor: (1) does not boycott Israel; and (2) will not
boycott Israel dairing tlre tern: of tlie Agreen:ent.
Prohibition on Bovcotting Ener�v Comnanies. Vendor acknowledges that in accordance with
Chapter 2274 of the Tezas Government Code, as adcied 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 �vith a company
�vith 10 or more full-time employees unless the contract contains a written verification fi�om the
company that it: (1) does not boycott energy companies; ancl (2) �vill not boycott energy companies
cluring the term of the contract. The terms "Uoycott energy company" and "company" have the
meaning ascriUecl to those terms Uy Chapter 2274 of the Tegas Government Code, as adciecl by
Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the egtent that Chapter 2274 of the Government Cocie
is applicaUle to this Agreement, Uy signing this Agreement, Vendor certifies that Contractor's
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DocuSign Envelope ID: E15F8662-861D-4162-BA60-65532828239C
signature provides �vritten veri�cation to the City that Contractor: (1) cioes not boycott energy
companies; and (2) �vill not Uoycott energy companies during the term of this Agreement.
Prohibition on Discrimination A�ainst Firearm and Ammunition Inciustries. Vencior
ackno�vledges that egcept as other�vise provided Uy Chapter 2274 of the Tegas Government Code,
as added Uy 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 �vholly or
partly from puUlic funcls of the City �vith a company �vith 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 ciirective that discriminates against a fii�earm entity or firearm trade
association; and (2) will not ciiscriminate during the term of the contract against a firearm entity
or �rearm trade association. The terms "discriminate," "firearm entity" and "fii�earm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Tegas Government
Cocle, as added Uy Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the eztent that Chapter 2274 of the
Government Code is applicaUle to this Ag►•eement, Uy signing this Agreement, Vendor certifies
that Contractor's sig-nature provides �vritten veriiication to the City that Contractoi :(1) does not
have a practice, policy, guidance, o�• directive that discriminates against a firearm entity or firearm
trade association; and (2) �vill not discriminate against a firearm entity or trearm trade association
ducing the term of this Agreement.
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DocuSign Envelope ID: E15F8B62-861D-4162-BA60-65532828239C The undersigned represents and waITants that he or she has the power and authmity to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Date: Valerie Washington {Jan 4, 2024 11:51 CST) Name: Valelie Washington Title: Assistant City Manager Jan 4, 2024
APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: IT Solutions Director ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: GTS Te[E;�"��1 _ cSb\lutions, Inc. �£,�a,Q, By: --� • 'f-e!f<te�·s, men ta 1Name: Title: GTS Technology SolutionsDate: 12/20/2023
Cooperative Purchase
CONTRACT COMPLIA.�CE MA.'NAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and repo1ting requirements. By: Name: Jeff Park Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Pa1is Title: Assistant City Attorney CONTRACT AUTHORIZATION:
M&C: NIA
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ExhiUit A
Cooperative Agreement Pricing Index
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Austin, T7{_ 78758
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Prxea da NO7' xieliade �ares. .u±surarree. sfip�rrg. u�'rrery. �r+n, fees. or arry cah�e.s �r c�Aw,g �ervioes or Tax lohal:
ma2e.� rirr�ass sP�frc�4y i+s�e9 abawa. tf a rusmvner ve4z+asrs ax�+ed�!er1 or �nei.ra�' �.!�wery. taar�es carrnef �elays tolel (USD�-
ar re4i.�ars rede�'rrery. cus9amer FmV tse re��n.nsrL,�e 1or any a�lro�af c,7arges fiar these ser.aces d�recUy brh+ed Ly
rfie carrtar. ,4N �vs are s�nh�e.* ro c� w�hcuu n��. Su�ly �eeq�ec7 ro ava�'e�ty.
€@.00
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iafi
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DocuSign Envelope ID: E15F8662-861D-4162-BA60-65532828239C
EghiUit B
Cooperative agreement
QIR-TSO-3763-Contract.pdf (widen.net)
1)IR Contracl \o. 1)IR-TtiO-3763
Vcndor Conlracl 10.
ti'I':1'1'l: ()I' '1'1':\:�ti
UI'.P:�lt'l'1t1�.?`'C <)I' 1\I'OlZ�1:�'1'1O* !tI'.tiOl"l2CI:S
L'O!�'1'K:�C'f 1�OI2 PFtO1)UC'1'ti :1tiU ltl�_I.:�'1'1�:1) 51•:K�'ICI�.S
1)I?L1. �1:1ltf:l�.'I'IN(:. I..P-
L Intruduction
:�. 1'arlics
"fiiis Contract for proclucts and relatcd scrviccs is cntcrcd into hctwccn thc Stalc of 'I'cx�s_
acting b}- and through the Department of Information Resources (hereinafter "DIR") ��•ith
ils principal placc of busincss at 30U Wcst t5'" Slrcct. Suilc 13(X). Austin. 'I'cxas 78701.
and Dcll hlarketing. L.P. (hereinafter "�'endor"), «•ith its pnncipal place of business at Onc
Dcll Way. Round Rock. 'I'cxas 78682.
R. Cumpliancc �silh 1'�ulurcmcnl I.:��cs
'I�his Contract is thc result of compliancc with applicahlc procurcmcnl laws of thc Stalc of
Texas. DIR issued a solicitation on the Comptroller of Public �ccounts' Electronic State
Busincss Daily, Rcyucst for Offcr (RI'O) DIR-"fSO--"I�11P-251, on Scptcmhcr 12. 2U16,
for [kll Brandcd hlanufaclurcr I�ardwarc, Soflwarc and Rclatcd Scrviccs K Cloud
Scrviccs. U�n exccuiion of this Contract, a noticc of award for RFO DIR= I'S0= I'h1P-25 1
shall hc �wstcd by DIR on thc F:Icctronic Statc f3usincss Daily.
C . Urdcr of 1'rcccdcncc
I�or purch�cc transactions undcr this Contract, thc ordcr of prcccdcncc shall hc as follows:
lhis Contract; Appcndix A. Standard 'I'crms and Conditions I=or Proclucts and Rclaicd
Sen-ices Contracts; �ppendi� B, �'endor's Historicall�• L:nderotilized Businesses
Sutx-onlracting Plan: Appcndix C, Pricing Indcx: Appcndix D. Scrviccs Agrccmenl:
Appcndix F:_ Mastcr Operating l�a�c Agrccmcn� (subjcct to lhc provisions of Section I.D.
hclow): Appcndix i�, Maslcr Lcasc Agrccmcnt (suhjecl lo thc provisions of Scction I.E:.
hclow): Appcndix Q E: Ratc Agrecmen�: Exhibit 1, �'endor's Response to RFO DIR-'I'SO-
"I'MP-251, incluJing all addcnda; anJ F:xhihit 2, Rf�O DIR=I�SO=['MP-251, including all
addenda; are incorporated by rcference and constiwte ihe emire agrcemeni hetween DIR
and Vcndor govcrning purch�sc transactions, f�or Lcasc lransaclions undcr lhis Conlract
thc ordcr of prcccdcncc shall hc as follows: this Contract: Appcndix E:. hlastcr Operating
1_ca�c Agrccmcnt (subjcct to thc provisions of Scction I.1�_ hclow): Appcndix f�, hiastcr
I�asc Agrccmcnt (suhjcct to thc pro�•isions of Scction I.E:. hclow), as applicablc cicpcnJing
on thc typc of lcasc; Appcndix A, SlandarJ "I-crms and Conditions f'or Producls and RclatcJ
Sen-ices Contracts; �ppenditi B, �'endor's Historicall�' L;nderutilized Businesses
Sutxontracling Plan: Appcndix C, Pricing Indcx; Appcndix D. Scn�iccs Agrccmcnt;
AppcnJix G, E?-Ratc Ag�cemcnl: Exhibrt 1, t'endor's Response to RFO DIR-"I'SO-"['h1P-
251. including all addcnda; and E:xhibit 2. Ri�O DIR=I'S0=1�h1P-251, including all
addcnda: arc incorporalcd hy rcfcrcncc anJ conslitulc thc cntirc agrccmcnt bctwccn DIR
and Vendor govcrning Icasc transactions. In the cvcnt ot a conllict bctwcc� thc documents
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Exhibit C
CONF�ICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This queslionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session_ OFRCEUSEONLY
This quesdonnaire is being filed in accordance vaitli Chapter 176, Local Gevemmei�t Code. by a vendor wlio Date RxeivEd
has a business relatlonsh'p as deflned hy Section 176.001(1-a) with a local govemmental entity and the
vendor meek requlreRlenlc under SecGon 1i6.006(a}.
By law ihis quesfionnalre must be filed with the rewrds admii�istiator ol tlie local goverrxnental entity not later
tlian tlie 7th txisiness day after the date tl�e vendor becomes aware of lacts that reqiure the statemait to be
filed. See Section 176.00n(�-1), Lacel Government Code.
Avendor commits an offense if U;e vendorknowinglyviol01e5 Section 17n.006, Local Government Code. An
oflense under this seGion is a misdemeanor,
� Name of vendor who has a business relationship with local govemmeniel entity.
GTS-Technology Solutions
�
❑ Check this box ii you are (iling an update to a previously filed questionrtaire. (The law requires that you file an updated
� completed questlonnaire whh the appropriate filing auchority not later than the 71h business day after the date on which
you 6ecame aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government oHicer about whom the information is being disclosed.
Name of Gfficer
4 Describe each employment or other business relationship with the Iocal government officer; or a tamily member ot the
officer; as described by Section 176.003(a}(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business rela8onship described. Amach addidonal pages to this Form
CIQ as necessary.
A. Is ihe local governinent officer or a family inember of the officer receiving or likely to receive taxable income,
other than investment income, irom the vendor?
� Yes � No
B Is the vendor receiving or likely to receive taxable income, other ihan investment income from or at the direction
ol the local government oHicer or a lamily ineinber ol the officer AND the laxable income is not received Irom the
local governmental entity?
�Yes �No
5 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 seives as an oflicer or director, or holds an
ownership interest of one percent or more.
6
�Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts
as described In Section t76.003(a)(2)(G), excluding gifts described In Section 17S 003(a-1).
� � �.�i,c,i.� Si,++�.a,�.tu.�
� 12/20/2023
,.�y� F��"�v.., , tlaing business with tlie govemme��tal entiry Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11r3012015
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DocuSign Envelope ID: E15F8B62-861D-4162-BA60-65532828239C
CONFLICT OF INTEREST OUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http:/lwww.statutes.legis.state.tx. usl
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code 4176.001(1-a1: "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local govemmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goodsor services (rom a person that is chartered by a state or federal agency and
that is subjectto regular examination by, and reporting to, that agency.
Local Govemment Code 4176.003(a)(2)(A1 and B):
(a) A local government officer shall file a conllicts disclosure statementwith respect to a vendor if:
(2) the vendor:
{A) has an employment or other business relationship with the local government ofticer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income that exceeds $2,500 during the i2-month period
preceding the date that the officer becomes awarethat
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
ve+idor;
{B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregatevalue of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a cunlract k�elweeii Uie lucal guvertnr�erdal enlity ancl veuelvr Iras I�een exe�.;ulecl, ui
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code Q 176.006(a) and (a-1)
(a) Avendor shall file a completed confllctof interest questionnaire it the vendor has a business relationship
wlth a local governmental entity and�
(1) has an einployment or other business relationship with a local government otticer ot that local
governmental entity, or a(amily member ot the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government oificer of that local govemmental entity, or a family member of the
officer, one or more gifts with theaggregate valuespecified by Section 176.003(a)(2){B), excluding any
gitt described by Section 176.003(a 1); or
{3) has a family relationship with a local governmentofficerof that local governmental entity.
(a-1) The completed conflict oi interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
{1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local govenimental
entity; or
(B) submits tothe local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2j the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of theofficer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Farm provided bq Texas Ethics Commission www.ethics.state.tx.us Revised 11r3012015
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