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CONTRACT NO
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into by and between the CITY OF FORT WORTH (the "City"), a home rule
municipal corporation situated in portions of Tarrant, Denton and Wise Counties,
Texas, acting by and through Richard Zavala, its duly authorized Assistant City
Manager, and MATRIX RESOURCES, INC. ("Consultant") a Georgia corporation
and acting by and through Don Palmer, its duly authorized Vice President of Field
Operations.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting
services for staff augmentation, specific contractor project duties as defined by the
city, permanent placements, and other duties as set forth in Exhibit "A" Statement of
Work and Vendor Response which is attached hereto and incorporated for all
purposes incident to this Agreement.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant
have executed this Agreement ("Effective Date") and shall continue in full force and
effect until terminated in accordance with the provisions of this Agreement or when the
City provides Consultant with written notice that Consultant has fulfilled its obligations
under this Agreement and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant per the terms of individual executed work order in
accordance with Exhibit B, "Professional Hourly Rates and Permanent Placement
Cost", which is attached hereto and incorporated for all purposes incidents to this
Agreement. Consultant shall not perform any additional services for the City not
specified by this Agreement unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional
expenses of Consultant not specified by this Agreement unless the City first approves
such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for
any reason by providing the other party with 30 days written notice of
termination.
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4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in
any fiscal period for any payments due hereunder, City will notify Consultant of
such occurrence and this 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 shall be been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration
Date, the City shall pay Consultant for services actually rendered as of the
effective date of termination and Consultant shall continue to provide the City
with services requested by the City and in accordance with this Agreement up
to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of interest related to Consultant's
services and proposed services with respect to the Scope of Services. In the event
that any conflicts of interest arise after the Effective Date of this Agreement,
Consultant hereby agrees immediately to make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall
treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
Consultant's obligations to keep City information confidential is specifically set forth in
Exhibit "C", Non-Disclosure Agreement, which is attached hereto and incorporated for
all purposes incident to this Agreement.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after
final payment under this contract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of the
consultant involving transactions relating to this Contract. Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant
facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that the City shall,
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until expiration of three (3) years after final payment of the subcontract, have access
to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related
to the subcontract, and further that City shall have access during normal working
hours to all subcontractor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this
paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an
independent contractor as to all rights and privileges granted herein, and not as
agent, representative or employee of the City. Subject to and in accordance with the
conditions and provisions of this Agreement, Consultant shall have the exclusive right
to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior
shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND
ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
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Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants
such consent, the assignee or subcontractor shall execute a written agreement with
the City under which the assignee or subcontractor agrees to be bound by the duties
and obligations of Consultant under this Agreement.
10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of
such laws, ordinances, rules or regulations, Consultant shall immediately desist from
and correct the violation.
11. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the
performance of Consultant's duties and obligations hereunder, it shall not discriminate
in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability
and to indemnify and defend the City and hold the City harmless from such claim.
12. NOTICES.
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 THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Matrix Resources, Inc.
1000 Throckmorton 115 Perimeter Center Place, NE,
Fort Worth TX 76102-6311 Suite 250
Fort Worth TX 76102-6311 Atlanta, GA 30346
Facsimile: (817) 871-8654 Facsimile: 770-804=0459
13. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and
additionally a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been
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employed by the other during the term of this agreement, without the prior written
consent of the person's employer.
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14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does
not waive or surrender any of its governmental powers.
15. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not
constitute a waiver of the City's or Consultant's respective right to insist upon
appropriate performance or to assert any such right on any future occasion.
16. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on
the basis of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired.
18. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for
any delay or omission in performance due to force majeure or other causes beyond
their reasonable control (force majeure), including, but not limited to, compliance with
any government law, ordinance or regulation, acts of God, acts of the public enemy,
fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by
any governmental authority, transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any
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ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
20. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written
agreement is hereby declared null and void to the extent in conflict with any provision
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples this 22nd day of June, 2005.
CITY OF FORT WORTH: MATRIX RESOURCES, INC.
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By:
R hard Zavala Don Palmer
Acting Assistant City Manager Vice President of Field Operations
ATTEST: ATTEST:
By: By:
City Secretar AsocialtVDirector
APPROVED AS TO FORM AND
LEGALITY:
Assistant tity Attorney
M&C: P-10157, Approved: 5/24/05
EXHIBIT A
Statement of Work and Vendor Response
On an as needed basis, the City of Fort Worth will provide a Statement of Work for
vendorresponses.
1 . Staff Augmentation
For staff augmentation the City will provide a document that includes the skill set
required for the contractor(s) needed and an estimated length of time the
contractor(s) are needed. For this type of contractor there will be at least three
sections or exhibits. The first section will identify at a minimum, the contractor
by name and will include the billing ate for standard workweek and an overtime
billing rate (if applicable). The second section will include the expected
qualifications of the contractor and the expected results for the contractor. The
last section or exhibit will be the latest version of the City of Fort Worth job
description that best describes the duties and qualifications and fits the need for
the requested contractor. There will also be a section for authorized signatures
by both the vendor and the City.
2. Projects needed by the City of Fort Worth
When the City needs a contractor(s) to help with an identified project, the vendor
will be supplied with appropriate information response. The City will provide a
Statement of Work as needed. Elements of included in the Statement of Work
include but are not limited to:
(a) Scope
(b) Out of Scope
(c) Customer Objectives
(d) Customer requested dates for project to be fully implemented in test
and/or production
(e) City of Fort Worth point of contact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
(j) Technical Requirements
(k) Capacity Planning
(1) Impact Assessment
(m)lssues
(n) Reporting Requirements
The vendor will be expected to address the issues as outlined in the Statement
of Work. To accomplish the objectives in the Statement of Work the vendor will
indicate, at a minimum, the skill sets for the contractor(s), the number of
contractors needed and list the contractor(s) with a resume for each person
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named. Additionally, the vendor will describe the proposed payment terms. The
vendor's response should be in the form of a work order that includes a place for
signatures of an authorized representative from both the vendor and the City.
3. Permanent Placements
If the City is seeking referrals for a permanent placement, the vendor may submit
candidates for consideration to be hired. If the City hires an individual referred
by the contractor, then the City will pay a percentage of the annual salary (see
Exhibit B) for either a person who has not previously contracted work for the City
or an individual who had worked at least three months as a contractor.
Vendor responsibilities in the referral process include but are not limited to:
A. Ensure that the referred candidate(s) has the minimum qualifications for
the posted job. At a minimum, the vendor should ensure that the last ten
years of work history is provided.
Ensure that the referred candidate(s) has the legal right to work in the
United States.
1. Vendor will complete a background check of all candidates. Upon
request, the information can be provided to the City if the candidate
signs a release form.
2. Vendor will provide the following for each employee working on-
site in City facilities or off site on any City equipment:
a. Candidate Information
i. Full legal name
ii. Date of Birth
iii. Driver's license number and state issue
iv. Proof of negative drug test
4. Requirements Statement:
For each response to a City of Fort Worth's Requirements Statement, Matrix
Resources Inc. will make a good faith effort to ensure that qualified residents of the City
of Fort worth are included as part of the recruitment process for a Statement of Worth
or Candidate Referral process. A qualified resident is defined as a person(s) meeting
the minimum job qualifications as requested by the City in its Requirements Statement
and living inside the City of Fort Worth city limits at the time of the request.
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Exhibit B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates
Professional Staffing Category CISV Rate CFW Rate
Analyst $65 $60
Application Designer 75 75
Business Analyst 65 60
Client Server Developer 70 65
Client Server Specialist 70 65
Computer Operator 30 25
Customer Support Specialist (Help Desk 35 30
Customer Support Specialist (Desktop Support) 35 30
Database Administrator 80 75
Database Specialist 75 70
Design Analyst 70 65
Documentation Specialist 55 50
GIS Programmer/Analyst 70 65
GIS Technician/Anal st 65 60
Internet Special St 70 65
Network Administrator 60 55
Network Specialist 70 65
Operations Manager 55 55
Process Analyst 65 60
Programmer 70 60
Programmer Analyst 70 60
Project Leader 75 65
Project Manager 75 70
Software Tester Analyst 65 60
System Administrator 65 60
Systems Integrator 70 65
Technical Support Specialist 35 30
Technical Writer 55 50
Telecommunications Specialist Wireless 60 55
Telecommunications Specialist (Telephone/Wired 60 55
Web Analyst/Designer 70 65
Web Developer 70 65
Web Programmer 70 65
2. Placement Costs
a. If the City of Fort Worth hires a permanent employee because of a
referral during a recruitment process, MATRIX Resources, Inc. will charge
the City a maximum of 15% of the employee's annual salary.
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b. If an individual has worked as a contractor for the City of Fort Worth for at
least three months, and the City determines it wants to hire the individual
as a permanent employee, MATRIX Resources, Inc. will not charge the
City for any portion of the employee's annual salary.
Exhibit C
Non- Disclosure Agreement
This is an agreement between City of Fort Worth ("City") located in Fort Worth, Texas,
Tarrant County, USA and ("Recipient") located in:
City
may be disclosing confidential and proprietary information of a technical or commercial
nature for certain technical, business, or other purposes, and CITY would not make
such disclosures without Recipient's agreement to maintain confidential treatment of
such information. It is understood that confidential information, products, and source
code provided by CITY may be the property of CITY partners as well as of CITY, itself.
Therefore, the parties agree as follows:
1. Recipient, for a period of three (3) years, will not disclose or use any business,
sales, pricing, and/or technical information from City designated orally or in
writing as "Confidential" or "Proprietary" or in like words, without the prior written
consent of CITY and then only to the extent specified in such consent.
Confidential Information may not be copied by Recipient. Recipient agrees to
treat Confidential Information as it would its own Confidential Information and to
disseminate it within its own organization only to the extent necessary for the
purposes for which it has been provided and only to Recipient's employees or
consultants who are bound to maintain its confidentiality. Orally disclosed
Confidential Information must be so identified at the time and City must deliver to
the Recipient a written summary of it within thirty (30) days.
2. Such restrictions on use or disclosure of Confidential Information described in
Paragraph 1 do not extend to any information which (i) is publicly known at the
time of its disclosure (ii) is lawfully received from a third party not bound in a
confidential relationship to City (iii) is published or otherwise made known to the
public by City (iv) is independently developed by Recipient or Subsidiary of the
Recipient without using Confidential Information of City or (v) is required to be
disclosed pursuant to a court order, duly authorized subpoena, or governmental
authority. In such cases, notice must be provided to City prior to such
disclosure.
3. Products provided to Recipient for purposes of evaluation shall be considered
the same as Confidential Information, except that one copy of each may be
installed and tested. Recipient agrees that Product software, copyrights, and all
other proprietary rights remain the property of their lawful owners. Recipient
agrees to the DISCLAIMER OF WARRANTY in the City license agreement. In
particular, Recipient assumes all responsibility for damage or injury occurring
due to Product evaluation. At the end of the evaluation period, Recipient agrees
to either sign the City license and source code agreements and purchase the
Products, or to return the Products to City and erase any copies made.
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4. Upon request by City, Recipient shall return all media on which it was received,
with a letter confirming that the Confidential Information has in no way been
reproduced or copied or that all copies have been returned. The obligations of
this Agreement expire five (5) years after the date of execution.
5. This agreement shall be binding on the parties and their successors and
assigns, shall be governed by the laws of Texas, and shall remain effective with
respect to any Confidential Information which is disclosed by City with in one
year of the date of execution unless either party notifies the other that
subsequent disclosures are not to be included within the terms of this
agreement.
6. This agreement specifically prohibits the Recipient from granting any access to
City-provided Products and source code to any third party. The Recipient is
solely responsible to protect access to City-provided source code against any
third party while the source code is in the Recipient's possession.
7. The Recipient shall not distribute any code in any form that was in all or p
derived from any CITY- provided source code or Products, unless Recipient
purchases Product licenses.
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/24/2005
DATE: Tuesday, May 24, 2005
LOG NAME: 13PO4-0183 REFERENCE NO.: **P-10157
SUBJECT:
Authorize Purchase Agreements for Technology Staffing and Placement Services with Matrix
Resources, Inc., Sentari Technologies, Inc. and TEKsystems, Inc. for the Information
Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute purchase agreements for technology staffing and placement
services with Matrix Resources, Inc., Sentari Technologies, Inc. and TEKsystems, Inc., for the Information
Technology Solutions Department;
2. Authorize annual expenditures not to exceed $300,000.00 for each vendor; and
3. Authorize the agreements to begin on June 1, 2005 and end on May 31, 2006, with options to renew
for two additional one-year periods.
DISCUSSION:
The purpose of this procurement is to allow the Infomation Technology (IT) Solutions Department to have
agreements in place for staff augmentation to assist in the development and implementation of technology
projects. These projects would include but not be limited to: 1) assistance in the installation and
implementation of software packages; 2) assistance for short-term resolution of problems, such as staffing
shortages for technology related projects; and 3) staffing placement.
For this Request for Proposal (RFP), the City requested and reviewed only proposals from vendors who
were registered and listed as active vendors with the Texas Building and Procurement Commission as a
Catalogue Information Systems Vendor (CISV). Solicitation of proposals from CISV vendors is authorized
by the Local Government Code. A total of 39 vendors who met the defined qualifications were notified by
the City that the subject RFP for services was being issued. Ten vendors submitted proposals for
consideration.
The criteria used to determine the best value for the City was: 1) price; 2) vendor experience; 3) response
to specifications; 4) quality and thoroughness of the response; and 5) vendor performance with other public
entities. After review of the proposals and completion of reference checks, the three recommended
vendors were determined as those which would best fit the projected needs for the City.
It is anticipated that the majority of the services provided by the vendors will be staff augmentation for
limited scope technology projects. For large, complex and/or extended projects, the City will continue to
issue individual RFPs. Vendors were also asked to submit responses for the cost of placing employees for
IT Solutions Department vacant positions. Use of this portion of the agreements will be limited to
placements where normal recruiting efforts may yield few qualified applicants and filling the vacancy is
Logname: 13PO4-0183 Page 1 of 2
mission critical.
For each staff augmentation or small project request, the three recommended vendors will be provided a
City Requirements Statement and given the opportunity to reply to the specific request by providing a
Statement of Work or candidate referrals. The vendor which provides the most effctive and feasible
Statement of Work will be selected. IT Solutions will work with both the customer department and the
Budget Department to ensure that adequate funds are budgeted for all projects utilizing these services.
The vendors were informed that no guarantee is made for the amount of service that may be purchased
under this agreement.
M/WBE - An M/WBE goal is not assigned when making a purchase from an approved purchasing
cooperative or other public entity.
RENEWAL OPTIONS - These agreements may be renewed for up to two successive one-year terms 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 term.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the participating departments.
BQN\04-0183\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Richard Zavala (Acting) (6183)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Pete Anderson (8781)
Logname: 13PO4-0183 Page 2 of 2