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HomeMy WebLinkAboutContract 32037 CIT Y SECRETARY" CONTRACT NO. 4 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 SENTARI TECHNOLOGIES, INC. ("Consultant") a Texas corporation and acting by and through Mary Necessary its duly authorized President 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, and permanent placements, 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 purpose 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. I 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 obligation 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, 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. 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 Sentari Technologies, Inc. 1000 Throckmorton 14285 Midway Rd. Fort Worth TX 76102-6311 Suite 100 Fort Worth TX 76102-6311 Addison, TX 75001 Facsimile: (817) 871-8654 Facsimile: (972) 716-0299 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 employed by the other during the term of this agreement, without the prior written consent of the person's employer. _ � JitI$D 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. �i�J0 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 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 22 day of June 2005. CITY OF FORT WORTH: SENTARI TECHNOLOGIES, INC. By: R hard Zavala By: Mary Necessary President Acting Assistant City Manager (name) (title) ATTEST: fL ATTEST: By: City Secret By: APPROVED AS TO FORM AND LEGALITY: y.4 Assistant City Attorney M&C: P-10157 /n 0 t (y L1�1.p1 V � 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. Protects needed bV 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 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 Q) Technical Requirements (k) Capacity Planning (1) Impact Assessment (m)Issues (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 named. Additionally, the vendor will describe the proposed payment terms. The 'tj l idr iaJ'I CJ.J vendor's response should be in the form of a work order that includes a place for signature's 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 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, Sentari Technologies, Incl. 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. Exhibit B Professional Staffing Hourly Rates and Permanent Placement Cost 1. Professional Staffing Hourly Rates Professional Staffing Category CISV Rate CFW Rate Analyst $75-160 $75 Application Designer 75-160 70 Business Analyst 75-160 90 Client Server Developer 65-110 75 Client Server S ecialist 75-125 85 Computer Operator 75-135 50 Customer Support Specialist (Help Desk 65-100 35 Customer Support Specialist (Desktop Support) 65-100 40 Database Administrator 75-150 80 Database Specialist 75-150 90 Design Analyst 75-160 90 Documentation Specialist 45-110 50 GIS Programmer/Analyst 75-125 75 GIS Technician/Anal st 75-125 55 Internet Specialist 75-155 70 Network Administrator 75-135 65 Network Specialist 75-135 60 Operations Manager 75-170 70 Process Analyst 75-125 85 Programmer 75-125 70 Programmer Analyst 75-125 80 Project Leader 75-170 95 Project Manager 75-170 110 Software Tester Analyst 45-110 75 System Administrator 75-135 70 Systems Integrator 75-160 90 Technical Support Specialist 65-100 55 Technical Writer 45-110 50 Telecommunications S ecialist Wireless 65-100 50 Telecommunications Specialist (Telephone/Wired 90-185 60 Web Analyst/Designer 75-165 75 Web Developer 75-155 70 Web Programmer 75-155 70 2. Placement Costs a. If the City of Fort Worth hires a permanent employee because of a referral during a recruitment process, Sentari Technologies, Inc. will charge the City a maximum of 15% of the employee's annual salary. 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, Sentari Technologies, Inc. will not charge the City for any portion of the employee's annual salary. v EXHBIIT C Non-Disclosure Agreement This is an agreement between City of Fort Worth ("City") located in Fort Worth, Texas, Tarrant County, USA and Sentari Technologies, Inc ("Recipient") located in: Addison Texas 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 in 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. 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. i 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 bk 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