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HomeMy WebLinkAboutContract 62942Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 CSC NO. 62942 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between GTS Technology Solutions, Inc. ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — DIR-CPO-5097 Price Index; 3. Exhibit B — Texas Department of Information Resources DIR-CPO-5097; and 4. Exhibit C — Conflict of Interest Questionnaire. The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Vendor understands and agrees that the City is entering into multiple cooperative purchase agreements with the Vendor. Vendor further understands that the aggregate amount of all cooperative purchase agreements with Vendor as authorized by M&C 25- 0133 shall not exceed Six Hundred Thousand Dollars ($600,000.00) per year. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Deputy City Manager below ("Effective Date") and expiring on November 21, 2027, in accordance with the underlying Cooperative Agreement. The initial term of this Agreement shall be divided into annual segments, with the first segment beginning on the Effective Date, the second segment beginning on November 22, 2025, and the third segment beginning on November 22, 2026. City's annual payment to Vendor for the initial term shall be according to these segments. City shall be able to renew this agreement for TWO (2) additional one-year renewal options by written agreement of the parties. If the underlying Cooperative Agreement is extended the City may incorporate each extension as an additional renewal option. If the underlying Cooperative Agreement is not renewed or extended by DIR, but DIR executes a new cooperative agreement with the Vendor with substantially similar terms, the City may replace DIR-CPO-5097 with the new cooperative agreement. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To GTS Technology Solutions, Inc.: City of Fort Worth GTS Technology Solutions, Inc.: Attn: Mark McDaniel, Deputy City Manager Attn: Legal Dept. 100 Fort Worth Trail 9211 Waterford Centre Blvd., Suite 275 Fort Worth, TX 76102 Austin, TX 78758 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, 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 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 [Signature Page Follows] Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 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: ,Q cl�azcG�aual�i� By: Name: Richard Zavala Title: Interim Assistant City Manager Date: 03/10/2025 APPROVAL RECOMMENDED: 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: 9�6 pal.19 Name: Jeff Park Title: Sr. IT Solutions Manager /-<�-' By: .. APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn Title: Director, IT Solutions .po'ovpq apF FQRTa ATTEST: p 00, °°�'pa�A �� u wdd B M M. y• ' And—,I-beM1alf of Hy Won Kim (Ma10, 202516A4C TI �0s ssd Name: Hye Won Kim °o �a ,�* Qa°p� Title: Assistant City Attorney nez00 45aaa By: CONTRACT AUTHORIZATION: Name: Jannette Goodall M&C: 25-0133 Title: City Secretary Approval Date: 2/25/2025 Form 1295:2025-1260171 1IVAIA01 0Z1]A GTS Technology Solutions, Inc. DocuSigned by: By. _%ice ��vawrrNial Name: Title: VP of Services Date: 3/5/2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 GTS Technology Solutions, Inc 4 APPENDIX C —PRICING INDEX DI R-CPO-5097 LBRAND CATEGORY DIR Customer Discount % off MSRP 3M Other Hardware Components/Peripherals 15% 3M Computer Accessories 15% Acer Computer Monitors 5% Acer Projectors 3% Acer Other Hardware Components/Peripherals 3% Acer Warranty & Support 3% Asus Warranty & Support 1% Asus Computer Monitors 1% Asus Other Hardware Components/Peripherals 1% AverMedia Digital/Document Cameras/Camcorders 11% AverMedia Other Hardware Components/Peripherals 11% Avteq Other Hardware Components/Peripherals 28% Axiom Batteries 24% Axiom Other Hardware Components/Peripherals 24% Axis Other Hardware Components/Peripherals 24% Axis Warranty & Support 5% Balancebox Other Hardware Components/Peripherals 5% Belkin Other Hardware Components/Peripherals 20% Belkin Power Protection 20% BenQ Projectors 10% BenQ Computer Monitors 10% BenQ Other Hardware Components/Peripherals 10% BlackBox Other Hardware Components/Peripherals 5% BlackBox Power Protection 3% BlackBox Uninterruptible Power Supplies (UPS) 3% Brenthaven Other Hardware Components/Peripherals 15% Bretford Power Protection 15% Page 1 of 5 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 GTS Technology Solutions, Inc 4 APPENDIX C —PRICING INDEX DI R-CPO-5097 BRAND CATEGORY DIR Customer Discount % off MSRP Bretford Other Hardware Components/Peripherals 15% Bump Armor Other Hardware Components/Peripherals 15% C2G Other Hardware Components/Peripherals 20% Chief Power Protection 13% Chief Other Hardware Components/Peripherals 13% Da-lite Other Hardware Components/Peripherals 15% Draper Other Hardware Components/Peripherals 25% Dukane Projectors 20% Dukane Digital/Document Cameras/Camcorders 20% Dukane Other Hardware Components/Peripherals 20% Earthwalk Power Protection 5% Earthwalk Other Hardware Components/Peripherals 5% Eaton Power Protection 40% Eaton Batteries 40% Eaton Other Hardware Components/Peripherals 40% Eaton Uninterruptible Power Supplies (UPS) 40% Eaton Warranty & Support 30% ElmoUSA Other Hardware Components/Peripherals 10% ElmoUSA Digital/Document Cameras/Camcorders 15% Epson Projectors 5% Epson Other Hardware Components/Peripherals 20% Epson Warranty & Support 2% Ergotron Computer Accessories 15% Ergotron Other Hardware Components/Peripherals 15% Ergotron Warranty & Support 10% Gumdrop Other Hardware Components/Peripherals 8% HID Global Other Hardware Components/Peripherals 7% Page 2of5 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 GTS Technology Solutions, Inc 4 APPENDIX C —PRICING INDEX DI R-CPO-5097 BRAND CATEGORY DIR Customer Discount % off MSRP HID Global Warranty & Support 6% InfoCase Other Hardware Components/Peripherals 10% Jabra Other Hardware Components/Peripherals 25% Kensington Other Hardware Components/Peripherals 35% Kensington Power Protection 10% Key Source International Other Hardware Components/Peripherals 2% Kramer Electronics Other Hardware Components/Peripherals 21% Lumens (Ladibug) Other Hardware Components/Peripherals 5% Lumens (Ladibug) Digital/Document Cameras/Camcorders 5% Liberty AV Other Hardware Components/Peripherals 29% Liberty AV Warranty & Support 20% Lockncharge Power Protection 5% Lockncharge Other Hardware Components/Peripherals 5% Lockncharge Warranty & Support 5% Lockncharge Computer Accessories 5% Logitech Computer Accessories 15% Logitech Other Hardware Components/Peripherals 15% Logitech Warranty & Support 10% NEC Projectors 6% NEC Computer Monitors 5% NEC Computer Accessories 5% NEC Other Hardware Components/Peripherals 7% NEC Warranty & Support 2% Panorama Other Hardware Components/Peripherals 18% Peplink Other Hardware Components/Peripherals 13% Philips Computer Monitors 10% Philips Computer Accessories 15% Page 3 of 5 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 GTS Technology Solutions, Inc 4 APPENDIX C —PRICING INDEX DI R-CPO-5097 IW BRAND CATEGORY DIR Customer Discount % off MSRP Philips Other Hardware Components/Peripherals 15% Philips Projectors 15% Philips Warranty & Support 5% Planar Systems Warranty & Support 7% Planar Systems Other Hardware Components/Peripherals 2% Planar Systems Computer Monitors 3% PowerGistics Other Hardware Components/Peripherals 5% Premier Mounts Other Hardware Components/Peripherals 15% Samsung Computer Accessories 18% Samsung Tablets 10% Samsung Other Hardware Components/Peripherals 18% Samsung Warranty & Support 18% Poly Other Hardware Components/Peripherals 12% Parsec Other Hardware Components/Peripherals 10% Patrol PC Computer Accessories 5% Patrol PC Other Hardware Components/Peripherals 5% Patrol PC Tablets 5% Patrol PC Warranty & Support 5% Peerless Computer Accessories 15% Peerless Other Hardware Components/Peripherals 15% Schneider/APC Uninterruptible Power Supplies (UPS) 35% Schneider/APC Batteries 35% Schneider/APC Other Hardware Components/Peripherals 35% Schneider/APC Warranty & Support 35% Sony Computer Accessories 10% Sony Tablets 10% Sony Other Hardware Components/Peripherals 10% Page 4 of 5 Docusion=nvelooe ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 GTS Technology Solutions, Inc APPENDIX C —PRICING INDEX DI R-CPO-5097 DIR Customer CATEGORY Discount % off MSRP Sony Projectors 8% Sony Warranty & Support 5% Star Micronics Other Hardware Components/Peripherals 8% Star Micronics Warranty & Support 5% Startech Computer Accessories 30% Startech Other Hardware Components/Peripherals 30% Targus Other Hardware Components/Peripherals 15% Tripplite Uninterruptible Power Supplies (UPS) 34% Tripplite Batteries 34% Tripplite Other Hardware Components/Peripherals 34% Tripplite Power Protection 34% Tripplite Warranty & Support 23% Vaddio Digital/Document Cameras/Camcorders 17% Vaddio Other Hardware Components/Peripherals 17% Vaddio Warranty & Support 17% ViewSonic Computer Monitors 11% ViewSonic Projectors 32% ViewSonic Other Hardware Components/Peripherals 11% ViewSonic Warranty & Support 15% Zebra Other Hardware Components/Peripherals 15% Zebra Computer Accessories 15% Zebra Warranty & Support 12% Page 5 of 5 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES GTS Technology Solutions, Inc Introduction 1.1 Parties This contract for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services (this "Contract") 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, a Texas Domestic For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 9211 Waterford Center Boulevard Suite 275, Austin, Texas 78758-7665 USA. 1.2 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-558, on 10/20/2021, for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-558 shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence a) For 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, Pricing Index; V. Exhibit 1, RFO DIR-CPO-TMP-558, including all Addenda; and vi. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-558, including all Addenda. b) Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. DIR-CPO-TMP-558 Page 1 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 Term of Contract The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and one (1) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the party wishes to discuss amendment or non -renewal. 3 Option to Extend Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of this Contract, with the sole and limited exception that the term shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to Successful Respondent. 4 Product and Service Offerings Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-558 for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. 5 Pricing 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount a) The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or DIR-CPO-TMP-558 Page 2 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. b) Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. c) If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices a) Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. b) Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. DIR-CPO-TMP-558 Page 3 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 6 DIR Administrative Fee a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. b) All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 Internet Access to Contract and Pricing Information In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: a) A current price list or mechanism to obtain specific contract pricing; b) MSRP/list price or DIR Customer price; c) Discount percentage (%) off MSRP or List Price; d) Warranty policies; and e) Return policies. 8 Use of Order Fulfillers 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers a) Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. b) In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller DIR-CPO-TMP-558 Page 4 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. d) Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. e) Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. f) Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. 9 Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Steve Pier or Successor in Office Acting Chief Procurement Officer Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Email: steve.pier(abdir.texas.gov DIR-CPO-TMP-558 Page 5 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 If sent to Successful Respondent: Sue Hawk GTS Technology Solutions, Inc. 9211 Waterford Center Boulevard Suite 275 Austin, Texas 78758 Phone: 512-681-6246 Email: sue.hawk@gts-ts.com 10 Conflicting or Additional Terms a) The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click - wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. b) Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. c) Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) 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. d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless DIR-CPO-TMP-558 Page 6 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 11 Authorized Exceptions to Appendix A, Standard Terms and Conditions No exceptions have been agreed to by DIR and Successful Respondent. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-558 Page 7 of 8 {DIR rev 04/20221 Docusign Envelope ID: 2EEA05F1-68ED-4429-8BD0-440899C2E9F5 DIR Contract No. DIR-CPO-5097 GTS Technology Solutions, Inc-17423397979 This Contract is executed to be effective as of the date of last signature. GTS Technology Solutions, Inc Authorized By: SWnature on File Name: Britta Butler Title: Executive Vice President Date: 11/16/2022 The State of Texas, acting by and through the Department of Information Resources Authorized By: Si;?nature on File Name: Steve Pier Title: Acting Chief Procurement Officer Date: 11/21/2022 Office of General Counsel: Signature on File Date: 11/18/2022 DIR-CPO-TMP-558 Page 8 of 8 {DIR rev 04/20221 CONFLICT OF INTEREST QUESTIONNAIRE 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. J Name of vendor who has a business relationship with local governmental entity. GTS Technology Solutions, Inc. FORM CIQ OFFICE USE ONLY Date Received Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate,) N/A 11 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, or a family member of 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 relationship described. Attach additional pages to this Form CIO as necessary. N/A A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F1 Yes F-1 No B. is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F1Yes F-1No J Describe each employment or business relationship that the vendor named in Section 1 maintainswith 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. N/A 61 Check tl�ss box if the vendor has given the local government officer or a family member of the officer one or more gifts ❑ as desc abed in 6ection 176.003(a,r( (B), excluding gifts described in Section 176.003(a-1). N/A 7 �� 3/72025 or oinc o vesiiiL with fe governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code maybe found at http:/lwww.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code t5176.00I M-al: "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The tern 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 governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code r* 176.003(a](2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer 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 12-month period preceding the date that the officer becomes aware that (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 vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that- (!) a contract between the local governmental entity and vendor has been executed; or (i€) the local governmental entity is considering entering into a contract with the vendor. Local Government Code & 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176A03(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(8), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of 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 governmental entity; or (B) submits to the 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 (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, 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. Form provided by Texas Ethics Commission www.ethics.stateAx.us Revised 1/1/2021 M&C Review Page 1 of 3 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas Fo RT WO RT 11 41 - REFERENCE **M&C 25- 04NEW MULTI -COOP DATE: 2/25/2025 NO.: 0133 LOG NAME: AGREEMENT WITH GTS TECH FOR POLICE CAMERAS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Cooperative Purchase Agreements with GTS Technology Solutions, Inc. for Hardware, Software, Technology, and Maintenance for the FY24 PD Citywide Camera Project (City Project No. 105516) For an Annual Amount Up to $600,000.00 with Four One -Year Renewal Options for the Police Department Through the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize execution of cooperative purchase agreements with GTS Technology Solutions, Inc. for hardware, software, technology, and maintenance for the FY24 PD Citywide Camera project (City Project No. 105516) for an annual amount up to $600,000.00 with four (4) one-year renewal options for the Police Department through the Information Technology Solutions Department. A&_%11+*1Is] ►A This Mayor and Council Communication (M&C) is to request authorization for execution of cooperative purchase agreements with GTS Technology Solutions, Inc. (GTS) to purchase hardware, software, technology, and maintenance in support of the FY24 PD Citywide Camera project (City Project No. 105516). The Fort Worth Police Department Electronic Surveillance Unit (ESU) builds 150 to 200 surveillance cameras per year to support the citywide camera project, other police projects and support other department requests for cameras. All cameras feed into the Police Real Time Crime Center (RTCC) to provide 24/7 monitoring of high crime areas. These cameras are vital in helping reduce violent crime in these areas by providing critical information to detectives regarding suspects, suspect vehicles, and other evidence in criminal offenses. The Police Department purchases camera hardware, cellular modems, antennas, and other components from GTS to build custom cameras to fit the exact needs for surveillance. There are approximately 1,200 surveillance cameras currently deployed in the City. These cameras require routine maintenance, updating, and replacement, most of which is available for purchase through GTS. In 2024, using mostly GTS parts, Police built cameras for the Environmental Services, Fire, Water, Transportation Public Works - Stormwater, and Information Technology Solutions Departments and two Neighborhood Improvement Projects (NIP). One new NIP is planned for 2025. Other departments and NIPs provide separate funding when making a request for cameras to be built by Police. A funds availability verification will be performed by the participating department prior to the request. This M&C requests authorization to execute three cooperative agreements through The Interlocal Purchasing System (TIPS) and Texas Department of Information Resources (DIR) with a shared contract authority of $600,000.00. The cooperative agreements are as follows: COOPERATIVE COOPERATIVE EXPIRATION AGREEMENT DATE TIPS 230105 May 31, 2028 http://apps.cfwnet.org/council_packet/mc review.asp?ID=32997&councildate=2/25/2O25 2/26/2025 M&C Review Page 2 of 3 DIR-CPO-4751 March 14, 2026 DIR-CPO-5097 November 21, 2027 COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use the TIPS and DIR contracts to make purchases authorized by this M&C. In the event a TIPS or DIR cooperative contract is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then -current purchase agreement has expired. If the TIPS or DIR cooperative is extended, this M&C authorizes the City to purchase similar equipment and services under the extended contract. In the event a TIPS or DIR cooperative agreement is not extended, but TIPS or DIR executes new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the equipment and services under the new TIPS or DIR contract(s). BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council's approval and execution of the cooperative agreements, the initial terms of the agreements will expire in accordance with the terms and conditions of TIPS or DIR cooperative agreements or applicable successive cooperative agreements for the same products and services. RENEWAL OPTIONS: The agreements may be renewed in accordance with the underlying cooperative agreements, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. Funding is available for the agreements in the FY24 PD Citywide Camera project within the CCPD Capital Projects Fund in the amount of $343,084.57 and the remaining funding will be available upon adoption of the FY26 Crime Control & Prevention District's Operating budget. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the CCPD Capital Projects Fund for the FY24 PD Citywide Camera, and upon adoption of the Fiscal Year 2026 Budget by the City Council funds will be available in the Fiscal Year 2026 Operating Budget, as appropriated, to support approval of the above recommendation and execution of the agreements. Prior to an expenditure being incurred, the Information Technology Solutions and the Police Departments have the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID I Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32997&councildate=2/25/2O25 2/26/2025 M&C Review Page 3 of 3 Submitted for Citv Manaaer's Office by Oriainatina Department Head: Additional Information Contact: Mark McDaniel (6316) Kevin Gunn (2015) Mark P. Deboer (8598) ATTACHMENTS 04NEW MULTI -COOP AGREEMENT WITH GTS TECH FOR POLICE CAMERAS funds availabilitv.odf (CFW Internal) 04NEW MULTI -COOP AGREEMENT WITH GTS TECH FOR POLICE CAMERAS Updated FID.XLSX (CFW Internal) Form 1295 Certificate 101315669 Sipned.odf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32997&councildate=2/25/2O25 2/26/2025