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HomeMy WebLinkAboutContract 45161 (2)PROFESSIONAL SERVICES AGREEMENT C;ONTF' C71 AlOn 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 Susan Alanis, its duly authorized Assistant City Manager, and Kforce Inc. (the "Consultant" or "Contractor"), a Florida corporation and acting by and through John Giseburt, its duly authorized Field Director, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Professional Staffing Hourly Rates and Permanent Placement Cost 4. Exhibit C — Non -Disclosure Agreement 5. Exhibit D — Network Access Agreement 6. Exhibit E — Signature Verification Form 7. Exhibit F — DIR Contract — DIR-SDD-2337 All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. The term "Consultant" or "Contractor" shall include the Consultant or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of staff augmentation, permanent placements, and specific contractor project duties as defined by the City for technology related services. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall be effective November 6, 2013 ("Effective Date") and shall expire on August 7, 2014 ( `Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement may be renewed at the option of the City for two (2) additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. COMPENSATION. The City shall pay Consultant per terms of individual executed work orders in accordance with the provisions of this Agreement and Exhibit "B," Professional Staffing Hourly Rates and Permanent Placement Costs, which is attached hereto and incorporated for all purposes herein. Each individual work order shall be listed as Appendix B-1, Appendix B-2, Appendix B-3 and so forth, and each work IT Professional Services Staff Augmentation Agreement Kforce, Inc. 1 RECEIVED NOV27LUI i a r gitinr or©IVOIT-;), G i `U�1� �;3`�=�1 �� LICm order shall be attached and incorporated into the Agreement. Each work order shall set forth the name of the Consultant personnel to provide the services, the specific project to which the personnel will be assigned, the specific services to be provided by the personnel, the start and end date of the work to be performed the hourly rate or salary of the personnel; and any other regulations as agreed to by the parties that may apply to the specific personnel. In no event shall the City be liable for any overtime rates or overtime pay for Consultant personnel, regardless of the number of hours worked by Consultant personnel. Consultant shall be solely responsible for any required overtime pay for its personnel. This is a non-exclusive Agreement, and services will be provided by Consultant based on the City's staffing needs and the availability of qualified Consultant resources. No specific contract amount is guaranteed. The Fort Worth City Council has authorized a total aggregate appropriation for staff augmentation contracts, including this Agreement, in the amount of $3,142,630.00 annually Invoices will be paid by the City based solely on the hourly rates set forth in Exhibit B. All compensation is inclusive of all work orders and expenses. 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. Convenience. 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. 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 have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obliaations 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 up to 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 5.1 Disclosure of Conflicts. 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 under this Agreement. 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. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, 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. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that the City shall until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times unless otherwise prohibited by law, any directly pertinent books documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. 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 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 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 and work performed under this agreement 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. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors. IT Professional Services Staff Augmentation Agreement Revised October 31,. 2013 mbf Kforce, Inc. 8. LIABILITY AND INDEMNIFICATION. A. LIMITATION OF LIABILITY - 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. EXCEPT IN NO EVENT SHALL CONSULTANT, ITS EMPLOYEES, CONSULTANTS, OR CONTRACTORS BE LIABLE FOR ANY LOSS OF REVENUE OR PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THEY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR BODILY PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT PROXIMATELY CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant 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, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action with copies of all papers City may receive relating thereto. If the software and/or documentation 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, Consultant shall, at its own expense and as City's sole remedy, either (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 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 consent to an assignment the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle' shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce. Inc. (f) (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS, Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws ordinances, rules and regulations and that any work it produces in connection with this agreement will also 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. 12. 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 13. 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: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With Copy to the City Attorney At same address Kforce, Inc. Attn: John Giseburt — Field Director 801 Cherry St. Suite 225 Fort Worth TX 76102 Facsimile 817-334-2445 14. SOLICITATION OF EMPLOYEES.. Neither the City nor Consultant shall, during the term of this agreement and additionally for 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. Notwithstanding the foregoing, this IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. 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. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to 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. 18. 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. 19. 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, 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. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 21. 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. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 23. 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. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund up to 40 hours worth of fees paid by the City to Consultant for the nonconforming services. 26. ACCEPTANCE. CITY shall review and approve time sheets for each Consultant employee promptly at the end of each week. CITY's approval of such time sheets shall be evidenced by its signature thereon or, if electronic time sheets are used, by the electronic approval method in the applicable electronic timekeeping system. Such approval shall constitute acceptance of the work performed by the Consultant employee(s) and CITY's agreement to pay Consultant. Acceptance by CITY shall not be unreasonably withheld CITY must provide written notice to Consultant of a good -faith dispute within 10 days of receipt of the time sheet. CITY shall be deemed to have accepted the time sheet and the services provided if CITY fails to notify Consultant of such a dispute or fails to approve within 10 days of receipt of the time sheet. Time sheets shall be consolidated by Consultant employee, by week. 27. NETWORK ACCESS. 27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents servants or subcontractors (for purposes of this section ' Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit ' D' and incorporated herein for all purposes. 27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ('FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ('NFF'), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20'), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City under this Agreement, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within forty five (45) days of the date of receipt of the notice of the dispute, then either party may immediately issue a notice of termination for breach to the other party or, in the alternative, upon written consent of authorized representatives of both parties, the parties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. REPORTING REQUIREMENTS For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Consultant meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. WITNES$ WHEREOF, the parties hereto have executed this Agreement in multiples this 7"? day of /V(JY?i'fltuy, 20 j ACCEPTED AND AGREED: CITY OF FORT WORTH: Sinn Alanis Assistant City Manager Date: 1 ! La% (I "-)2 ATT -3 : By a ,c .rP 6,1-City Secretary / APPROVED AS TO FORM AND LEGAL! Y: 2 B- Maleshia : Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: _C-26551 Date: Approved 11/5/2013 IT Professional Services Staff Augmentation Agreement Kforce, Inc. 10 NAME OF CONSULTANT: Kforce By: ' a John Gisebu Title: Field Director Date: / I ( 3v 01-tdr-teoX, Revi OFFICIAL©3 ed Oc • ber 31, 2013 mbf e ©TY FAR ffxff f' lit illy ; �J.\ J na2 lT 1„�a 3,, EXHIBIT A STATEMENT OF WORK Requirements Statement of Work and Contractor Response On an as needed basis, the City of Fort Worth will provide a Requirements Statement of Work (' RSOW") for a response from Contractor. Contractor must submit a response in the manner and timeframe as determined and set forth in the Requirements SOW. 1. Staff Augmentation: For staff augmentation, the City will provide an RSOW that includes the skill set required for the Contractor employee(s) needed and an estimated length of time the Contractor employee(s) are needed. The RSOW will be divided into at least three sections or exhibits. The first section will identify at a minimum, the billing rate for standard workweek and an overtime billing rate (if applicable) The second section will include the expected qualifications of the Contractor employee(s) and the expected results of the work to be performed. 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 employee(s) There will also be a section for authorized signatures by both the Contractor and the City. 2. Proiects needed by the City of Fort Worth: When the City needs Contractor employee(s) to assist with an identified project, the City will provide an RSOW to the Contractor outlining the City's needs for the specific project Elements of the RSOW 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 () Interfaces (1) Technical Requirements (k) Capacity Planning (I) Impact Assessment (m) Issues (n) Reporting Requirements (o) Deadline for Contractor Response As a part of the Contract Response, the Contractor will be expected to address the issues as outlined in the RSOW. To accomplish the objectives in the RSOW the Contractor will indicate, at a minimum, the skill sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the Contractor employee(s) who meet the requirements set out in the City's RSOW. A resume shall be Included for each Contractor employee named. Additionally, the Contractor will describe the proposed payment terms. The Contract's response should be in the form of a work order that includes a place for signatures of an authorized representative from both the Contractor and the City. 3. Permanent Placements: If the City is seeking referrals for a permanent placement, the Contractor 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 has worked at least three months as a Contractor employee. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 11 Contractor 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 Contractor should ensure that the last ten years of work history is provided. B. Ensure that the referred candidate(s) has the legal right to work in the United States in accordance with Section 29 of this Agreement. 1. Contractor 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. Contractor will provide the following information for each Contractor 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 of issue iv. Proof of negative drug test 4. Local Candidates: For each response to a City of Fort Worth RSOW Contractor 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 Work 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 RSOW and living inside the Fort Worth city limits at the time of the request. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 12 EXHIBIT B Professional Staffing Hourly Rates and Permanent Placement Cost 1. Professional Staffing Hourly Rates Vendor Name: Kforce, Inc. Appendix C. Services and Pricing Index Programmer/ Developer Analyst Programmer/Developer Software Test Analyst Technical Writer Business Analyst System Analyst Database Architect Data Management Data Warehouse Architect Applications Enterprise Architect Project Management Telecom/Networking Security Customer Technical Support Database Administrator Enterprise Architect Project Manager Project Lead Network Engineer Network Administrator Security Analyst Security Engineer Security Architect Help Desk Technical Support IT Professional Services Staff Augmentation Agreement Kforce, Inc. Developer Analyst 1 Developer Analyst 2 Developer Analyst 3 Developer 1 Developer 2 Developer 3 Software Test Analyst 1 Software Test Analyst 2 Software Test Analyst 3 Technical Writer 1 Technical Writer 2 Technical Writer 3 Business Analyst 1 Business Analvst 2 Business Analyst 3 System Analyst 1 ISystem Analyst 2 !System Analyst 3 Database Architect 1 !Database Architect 2 Database Architect 3 Data Warehouse Architect 1 Data Warehouse Architect 2 Data Warehouse Architect 3 Database Administrator 1 Database Administrator 2 Database Administrator 3 Enterprise Architect 1 Enterprise Architect 2 Project Manager 1 Project Manager 2 Project Lead 1 Project Lead 2 Network Engineer 1 Network Engineer 2 Network Administrator 1 Network Administrator 2 Network Administrator 3 Security Analyst 1 Security Analyst 2 Security Engineer Security Architect Help Desk 1 Help Desk 2 Help Desk 3 'technical Support 1 Technical Support 2 Technical Support 3 Prising Not -to -Exceed Rate Technott.t T Cor NTE - NTE Rate Rate 567.57 "$73.45 $78.68 $85.981 $90.95 $100.40 $81 A9 571.20 $76.70 '- $83.75 $88.45 x $54.65 $65.28 $65.88 $71.07 $76.46 $81.991 $48.17 $51.98 $56,90 - $61.03 =- $66.11 $69.01 $64,68 $70.15 $75.92 $87.06 $68.38 - $95.68 $65.26=.$70.45 $75.77 $87.03 $88;43 $95.95 $71.68 $76.68 $82.72--S95.23 S95.74 S106.95 $76.04 $81.04 $86.64 ` $93.44 $100.02 $106.32 - i7026'- •$80.16 $80.86 -$93.61 192.82 $107.92 $118.50 , 5130.04 3136.66 $149.601 - ' $84.931 , $96.73 "- $103.67 1116.33 $80.841 " $67.16 - 195:42 ";106.37 $77.02 596.24 $94.21 $113.31 $55.97 $57.67 185.75 $78.42 $62.82 $82.15 $88.66 °.$99.99 5100,511 S113.22 -` $105478 "$119.461 $128.251-$142.40 '$39,95 -. $42.98 $47.00 $53.12I - 554.92 :. $56.60 $49.13 °$42.001 $58:73 -$58.711 s- $63.20 - 587.801'- to $76.561 $96521 $113.53 $75.011 194.261 $109.39 $71.39 $82.57 $96.43 $56.19 $65.57 376.101 $78.40 $90.01 I $106.02 $81.37 $95.50 $108.40 $83.38 $97.31 SI 13.73 $87311 $101.25I $116.44+I $86.63 $101.54 $118.72 - 5143.75 $167.51 $10553 $125 20 $94.07 $116.95I $99.07 $123.16 ;65.731 $67.15 $90.78 $111.48 $126.76 $135.03 $161.97 $47.11 $55.06 163,58 $57.23 $86.58 $76.381 Revised October 31, 2013 mbf 13 2. Placement Costs a. If the City of Fort Worth hires a Contractor employee as a City employee because of a referral during a recruitment process, Contractor will charge the City a maximum of 20% of the employee's annual salary. If an individual has worked as a Contractor employee on the City of Fort Worth site for at least three months, and the City determines it wants to hire the individual as a permanent City employee, then Contractor will charge the City a maximum of 12% of the employee's annual salary. IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 14 EXHIBIT C NON -DISCLOSURE AGREEMENT This Non -Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City") located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and Kforce Inc. ("Recipient" or 'Contractor") with offices located at 1001 East Palm Avenue Tampa, FL 33605. Pursuant to services being provided under this Professional Services Staff Augmentation Agreement, the City may be disclosing sensitive and confidential information of a personal nature for business, tracking, or other purposes ("Confidential Information" or "City -provided Information") to the Contractor and/or the Contractor's employee(s). The City would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information It is understood that confidential, sensitive or personal information provided by the City may be the property of City partners, City employees or officials as well as of City, itself. For purposes of this Agreement, Recipient shall include Contractor, its employees directors officers, agents, and representatives. Therefore, the parties agree as follows: 1. Recipient will not disclose or use any sensitive, personal, or confidential information from City designated orally or in writing as "Confidential" or 'Sensitive" or in like words, or which Recipient should reasonably know is sensitive or confidential, 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. The Confidential Information is being disclosed for the following purposes: supplemental staff augmentation and/or permanent placement services. 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 other governmental or legislative authority In such cases, notice must be provided to City prior to such disclosure. 3. Upon request by City, Recipient shall return all information received, with a letter confirming that the Confidential Information has in no way been compromised, reproduced or copied and that all copies have been returned. 4. This Agreement shall be binding on the parties and their successors and assigns, and shall be governed by the laws of the state of Texas. This Agreement shall be effective for as long as the Contract remains effective ("Initial Term') with respect to any Confidential Information which is disclosed by City unless either party notifies the other that subsequent disclosures are not to be included within the terms of this Agreement. 5. This Agreement specifically prohibits the Recipient from granting any access to City -provided information to any third party. The Recipient is solely responsible to protect access to City - provided information against any third party while the information is in the Recipient's possession. 6. Recipient agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 15 any way. Recipient shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 7. The Recipient shall not distribute any information in any form that was in all or partly derived from any City -provided information. 8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. RECIPIENT, AT RECIPIENT'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3) years after termination or expiration of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Recipient, and any sub -recipient, involving transactions relating to this Agreement. Recipient agrees that the City shall have access during normal working hours to all necessary Recipient, and any sub -recipient facilities and shall be provided adequate and appropriate work space in order to conduct audits to ensure compliance with the provisions of this section. The City shall give Recipient, or any sub -recipient, reasonable advance written notice of intended audits. 10. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Recipient. 11. Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement without the express written consent of the City. City of Fort Worth Authori ed Signature (QtAk• s 5 Name Title S qq v� Kforce, Inc. cos Authorized Syr ithu l e John Giseburt Name r f y (71ADkAA_D-sy Field Director Title IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 16 EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the ' Network"). Contractor wishes to access the City's network in order to provide supplemental staff augmentation and/or permanent placement services. In order to provide the necessary support, Contractor needs access to Internet, Intranet, email 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's N etwork for the sole purpose of providing supplemental staff augmentation and/or permanent placement services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource U se Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. S ervices are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. ■ X ■ 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. N otwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers agents, servants, employees or representatives may n ot share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, e mployees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5 1 Notice to Contractor Personnel — For purposes of this section Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 17 responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access (f) (9) (h) 6 Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Susan Alanis Assistant City Manage Date: (I 17'; ATTESA: (City Secretary (-7 APPROVED AS •FORM AN By: A Assistant City At oTney M & C: none reauired oo CONTRACT NA�1 Kforce, Inc. By: 42E-Th Name: John Giseburt Title: Field Director Date: " / /t ATTEST: Co-Are„,...st„ ITYo '-�--){ O�`rnC' 1; s , -10)7sayare IT Professional Services Staff Augmentation Agreement Kforce, Inc. 18 ame: A w. c V, al c. A fie\- 0 le: Se ke o Leord AinrA 4 ER9fliPtfiger RAI.; CITY SECRETARY • Ft WORTH, TX I� EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Kforce, Inc. Legal Address: 801 Cherry St. Suite 225, Fort Worth, TX 76102 Services to be provided: Supplemental staff augmentation and permanent placement services Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company 1. Name. Shawn Flanery Position: Client Relationship Representative Signature 2. Name: Position: Signature 3. Name. Position: Signature Name. John Signature of President / CEO Other Title: _Field Director Date: IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 19 EXHIBIT F DIR-SDD-2337 DIR Contract No. DIR-SDD-2337 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR INFORMATION TECHNOLOGY STAFF AUGMENTATION SERVICES (ITSAC) KFORCE INC. 1. Introduction A. Parties This Contract for services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter ' DIR") with its principal place of business at 300 West 15'" Street, Suite 1300 Austin, Texas 78701, and Kforce Inc., (hereinafter 'Vendor"), with its principal place of business at 1001 E Palm Avenue, Tampa, Florida 33605. B Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-SDD-TMP-204, on March 12, 2013, for Information Technology Staffing Augmentation Contracts. Upon execution of this Contract, a notice of award for RFO DIR-SDD-TMP-204 shall be posted by DIR on the Electronic State Business Daily, C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC); Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Services and Pricing Index; Exhibit 1, Vendor's Response to RFO DIR-SDD-TMP-204, including all addenda; and Exhibit 2, RFO DIR-SDD-TMP-204 including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Exhibit 1 and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. Term of Contract The term of this Contract shall be one (1) year commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend this Contract, upon mutual agreement, for up to two (2) optional one-year terms. If there are no sales at the end of the initial term, this Contract may not be renewed. Protracted contract negotiations may, in DIR's sole discretion, result in fewer optional terms. Service Offerings Services available under this contract are limited to information technology staff augmentation services as specified in Appendix C, Services and Pricing Index. t IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 20 DIR Contract No. DIR-SDD-2337 Vendor Contract No. 4. Pricing A. Pricing Pricing shall be in accordance with Appendix C, Services and Pricing Index. B. Cost Recovery Fee (CRF) The CRF specified in Section 5 below shall not be broken out as a separate line item when pricing or invoice is provided to Customer C. Tax -Exempt As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and (J). D. Travel Expense Reimbursement Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (httry//www.window.state.tx.us/orocurement/oroo/stmo/) Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract, The DIR administrative fee specified in Section 5 below is not applicable to travel expense reimbursement. Anticipated travel expenses must be pre -approved in writing by Customer. E. Changes to Prices Vendor may change the price of any service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Price decreases shall take effect automatically during the term of this Contract and shall be passed onto the Customer immediately. 5. DIR Cost Recovery Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one percent (1.00%) Payment will be calculated for all sales net of returns and credits. For example, the Cost Recovery Fee (CRF) for sales totaling $100,000 shall be $1000.00. B) All prices quoted to Customers shall include the CRF. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the CRF shall be incorporated in the price to the Customer. 2 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 21 DIR Contract No. DIR-SDD-2337 Vendor Contract No. 6. Notification All notices under this Contract shalt be sent to a party at the respective address indicated below If sent to the State: Grace Windbigler, CTPM, CTCM Enterprise Contract Management Department of Information Resources 300 W. 15t St. Suite 1300 Austin, Texas 78701 Phone: (512) 463-2861 Facsimile: (512) 475-4700 If sent to the Vendor: Aaron Botana Kforce Inc. 6300 Bridgepoint Parkway, Suite 170 Austin, TX 78730 Phone: 512-231-3622 Facsimile 512-231-3656 Email: abotana@kforce.com Intellectual Property Matters A. Definitions 1: Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or elements have been or will be prepared, created developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics formulae processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs concepts, personality rights, methods, processes techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing (vi) all documentation and materials related to any of the foregoing, (vii) all other goods services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while 3 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 22 DIR Contract No. DIR-SDD-2337 Vendor Contract No. the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2. "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (I) any idea, design, concept, personality right, method, process, technique, apparatus invention discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name or other indicia of source or origin (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3. "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract 4. "Third Party IP" means the Intellectual Property Rights of any third party not a party to this Contract, and which is not directly or indirectly providing any goods or services to Customer under this Contract. 5. "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Vendor or its personnel any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership. As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer To the extent that the Work Product, under applicable law, may not be considered works made for hire Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, 4 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 23 DIR Contract No. DIR-SDD-2337 Vendor Contract No. premises and computer files containing the Work Product. Vendor and Customer, as appropriate will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor s unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and In Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights. Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product which Vendor may now have or which may accrue to Vendor s benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E Confidentiality. All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub- paragraph H. Hereunder, Vendor shall not use disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. 5 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 24 DIR Contract No. DIR-SDD-2337 Vendor Contract No. F. Injunctive Relief. The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product. Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda notes records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copses of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. H. Vendor License to Use. Customer hereby grants to Vendor a non -transferable, non-exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product or are necessary to provide the Services, Vendor hereby grants to the Customer or shall obtain from the applicable third party for Customer's benefit the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license for Customer s internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ID authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. J. Agreement with Subcontracts. Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants 6 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 25 DIR Contract No. DIR-SDD-2337 Vendor Contract No. of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer. Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes to use copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights. To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Information Technology Staff Augmentation Services (ITSAC). No exceptions have been agreed to by DIR and Vendor. Remainder of page intentionally left blank 7 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 26 DIR Contract No. DIR-SDD-2337 Vendor Contract No. This Contract is executed to be effective as of the last date of signature. KFORCE INC. Authorized By: signature on file Name: Aaron Botana Title: Menaaina Director Date: 7/25/13 The State of Texas, acting by and through the Department of Information Resources Authorized By: signature on file Name: Karen Robinson Title: Executive Director Date: 8/7/13 Office of General Counsel: 8/6/13 8 IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf Kforce, Inc. 27