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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alan's, its duly
authorized Assistant City Manager, and Apex Systems, Inc., (the "Consultant" or "Contractor"), a
Virginia corporation and acting by and through Mike Lyons, its duly authorized Vice President of Texas
Operations, Principal, 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-2274
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
28, 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 -
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work order shall be listed as Appendix B-1, Appendix B-2 Appendix B-3 and so forth, and each work
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.
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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 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.
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8. LIABILITY AND INDEMNIFICATION.
A. 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.
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 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) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, 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.
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 altematives 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.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
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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.
(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
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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.
(f)
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
14. SOLICITATION OF EMPLOYEES.
Apex Systems, Inc.
Attn: Contracts Department
4400 Cox Road Suite 200
Glen Allen VA 23060
Facsimile: (804) 523-8265
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
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
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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 Ile 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.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
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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 forty (40) hours' worth of fees paid by the City to Consultant for the
n onconforming services.
26. MILESTONE ACCEPTANCE. - Intentionally Deleted.
27. NETWORK ACCESS.
27.1 Citv Network Access. If Consultant, and/or any of its employees, officers, agents servants
o r 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.
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
u pon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
e mployee 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. Upon request, 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
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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 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.
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.
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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.
IN V ITNESS HEREOFparties hereto have executed this Agreement in multiples this 6 . 'da of
,,. � � the g p Y
20 13 .
ACCEPTED AND AGREED:
CITYOF FO TWO_TH:
By. tic
S Q san Tanis
As ist. nt City Mana er
Date: 1
APPROVED AS TO FORM
AND LEGALI Y:
B
Maleshia 8. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&Ce C-26551 Date: 11 /5/2013
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10
APEX SYSTEM
By:
Michael Lyons
Title: Vice President of Texas Operations,
Principal_
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Rev"sed September 1, 20 f 3_mbf
MTV S flETARY
Ho o ORTH, TX
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 Citv 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
(i) Interfaces
0) 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 September 1, 2013 mbf
Apex Systems, 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 September 1, 2013 mbf
Apex Systems, Inc.
12
EXHIBIT B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates:
Vendor Name. APEX Systems, hie:.
Applications
Data Management
Enterprise Architect
Project Management
Teleoom!Networking
Security
Customer Technical
Support
Appendix C, Sorvloes and Pricing index
Programmer) Peveteper
Analyst
Programmer/Ds veloper
Software Test Analyst
Technical Writer!
Business Analyst
System Analyst
Database Architect
Data Warehouse Architect
Database Administrator
Enterprise Architect
Project Manager
Project Lead
Network Englheer
Network .Adit inl5trdtot
Security Analyst
$ecurfty E;ttjtneer ... .
$ecurity'Archltect
Help Desk
Technical Support
IT Professional Services Staff Augmentation Agreement
Apex Systems, Inc.
Developer Analyst 1 _�._...�_..._.
Developer Analyst 2
IDeveloper Anafyit 3
Developer)
Developer 2-
Developer 3
Software Test Analyst 1
software Test Analyst 2
software Test Analyst 3 -
Technical Wrier 1
Technical Wrier 2
Technical Writer 3
Business.AnatyS1:i
19usiness Analyst 2
Buelnese Analyst 3
5ystein.Ahatysi 1
System Analyst 2.
System:Anaiyst'a
Database Architect 4
ratabase Architect 2
Database -Architect 3
tData.Warehouse:Archiect 1
(Data Wareh'ouseArc hitect2
jData-Warehouse.Architect 3
IDatabase Administrator i
IDatabase' Administfator 2
IDatabase Administrator 3
EEnterPrtse Architect 1
Enterprise Architect 2
Project Mahager 1
€Project Manager.2-
i.Project Lead 1
IProject Lead 2
Networ✓, En Ineer 1-
Network Engineer 2:
Network Administrator.-}
Network Administrator 2:
Network Aitm lnlstrator &
(Security.Anaiyst 1
Secarlty Analyst'2
socially Engineer
(Security Architect
!Hato Desk 1
Help Desk 2
Help Desk 3
(Technical Support t
Technical Support 2
ITeohnIOAl supp<rt:3:
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Revised September 1, 2013_mbf
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.
b. 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 September 1, 2013_mbf
Apex Systems, 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 Apex Systems, Inc ("Recipient' or
'Contractor') with offices located at 4400 Cox Road, Suite 200, Glen Allen VA 23060. 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 September 1, 2013 mbf
Apex Systems, 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
14-er—aa--Th
Ayfhori d Signature
Susan A1a*is
Nama tasty_ ±4L-Nfrillintagar
Title
Apex Systerrjs, Inc.:
\,
Authorize Signature
Michael Lyons
Name
Vice President of Texas Operations
Principal
Title
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013 mbf
Apex Systems, 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 placement services. In order to provide the necessary support, Contractor needs
access to Internet, Intranet, and email.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing supplemental staff augmentation and/or placement services.
Such access is granted subject to the terms and conditions set forth in this Agreement and applicable
provisions of the Citys Administrative Regulation D-7 (Electronic Communications Resource Use 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
u ser 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.
o
o
z
S ervices are being provided in accordance with City Secretary Contract No. .
S ervices are being provided in accordance with City of Fort Worth Purchase Order No. .
S ervices 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.
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.
Notwithstanding 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
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013 mbf
Apex Systems, Inc.
17
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 Toss 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
(f) 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
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
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:
SusanAlnis
Assistant City Ma ager
Date:
ATiESi:
By:
City Secreta
APPROVED A T
to t Clty Aorney
M & C:
none required
IT Professional Services Staff Augmentation Agreement
Apex Systems, Inc.
18
CONTRACTORI�IAME
By:
Name: _Michael Lyons_
Title: Vice President of Texas Operations,
Principal
Date: ll It' I13
me: faLAURA
bctivosati
9FFirMgaPORD
Revised Seember
UTY SECRETARY;''
FT. WORTH, TJ
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Apex Systems, Inc.
Legal Address: 4400 Cox Road, Suite 200, Glen Allen, VA 23060
Services to be provided: Supplemental staff augmentation and /or 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.
Position:
Signature
2. Name.
Position:
Signature
3. Name.
Position:
Signature
Name:
Signature of residtsnt / CEO
Other Title: _Vice Pre ident of Texas Operations, Principal_
Date: IIE IZt/I'
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013 mbf
Apex Systems, Inc.
19
EXHIBIT F
DIR-SDD-2274
DiR Contract No. DIR-SDD•2274
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR
INFORMATION TECHNOLOGY STAFF AUGMENTATION SERVICES (ITSAO)
APEX SYSTEMS, INC. DBA VIRGINIA APEX SYSTEMS, INC.
Introduction
A, Parties
This Contract for servicesis: entered into between the State ,of Texas; acting by and
through the Department of information Resources (hereinafter 'MR") with its principal.
place of ,business at'3001Nest 1a°' Street,: Suite 1300, Aust n, Texas 78701,: arid. Apex
Systems, Inc..dba Virginia Apex systems, Inc (hereinafterVender), with itsprincipal
place of business at.4400 Cox Road, Suite 200 Gien Alien, Virginia 23236.
B. Compliance with Procurement Laws
This Contract is the result of. compliance with applicable procurement Taws. of the State
of Texas. DIR issued a solicitation on the Comptroller of Public. Accounts' Electronic
State Business Daily, Request for Offer (RFC) 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 shalf:b'e posted by D1R on the
Electronic'State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions.For .Inforrnaton: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,tnciridingall addenda; and Exhibit 2,
RFO DIR-SDD-TMPw204 including all addenda; are incorporated by reference and
constitute the entire agreement between DIR and Vendot. 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 proyisionsshall.be. deemed to have superseded earlier proy'isigns,
2. Term of.Contract.
The term of this Contract shall be one (1) year commencing on the'last date ofapproval
by DIR and Vendor:: Prior to expiration of the original term; DIR and Vendor —May extend:
this Contract, upon mutua -agreement, for up to: two; (2) optio.nal 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.
3. Service Offennga
Services available under this contract are limited to information technology staff
augmentation services; as specified in Appendix C, Services and Prising Index.
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013 mbf
Apex Systems, Inc.
20
DIR Contract No. DIR-SDD-2274
Vendor Contract No.
4. Pricing
A. Pacing
Pricing shall be. in accordance:with 4Appendik C, Services and Pricing index.
B. Cost:Recovery Fee (CRP)
The CRF specified in Section'5 below shall not be:broken cut 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 (I).
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 ercommercial 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 Managernent Program
(htto://vsW window:state..ty,us/procurernent/proa/stmpli, Travel tittle 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 byCustomer.
E. Changes to Prices
Vendor may change the.price orany at:anytime, based:upon changes to, the
MSRP, but discount levels shall remain consistent with the discount levels specified.
in this Contract. Price decreases shalt take effect automatically,dunng 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 thisContract is one percent (1,00%) Payment Will be
calculated for all sales net of returns and credits. For example, the Cost.RecoVery. Fee_
(C.RF) 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 downvrards 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 September 1, 2013 mbf
Apex Systems, Inc.
21
DIR Contract No, DIR-SDD-2274
Vendor Contract No.
6. Notification
All notices under this Contract shall be sent to a party at the respective address
indicated below
If sent to the State:
Grace VViindbigler, CTPM, CTCM
Enterprise Contract Management
Department of Information Resources
300 W. 15" St. Suite 1300
Austin, Texas 78701
Phone: (512) 463-2861
Facsimile: ($12) 475-4700
If sent to the Vendor:
Eric Meissner
Apex Systems, Inc. dba Vrginia Apex Systems; Inc.
8911 Capital of Texas Highway, Suite 3200
Austin; TX 78759
Phone: 512-879-6095
Facsimile 512-879-6096
Email: emeissner@apexsystemsinc.com
Intellectual: Property Matters
A. Definitions
1." Work Product" means any and all deliverables produced .byYendor for Customer
under a Statement of Work issued: pursuantte 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), tii) tradernarks, 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 wvorksao any
of the foregoing (vi) all documentation: and materials related to any of the foregoing,
(vIi) all:other goods, services er deliverables to be provided to Customer under the
Contractor a: Statement of Work, and (vili) 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, er (b) any -Customer
personnel who then became personnel to Vendor o'r any of its affiliates or
3
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013 mbf
Apex Systems, Inc.
22
DIR Contract No. DIR-SDD-2274
Vendor Contract No.
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 whine 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; (ih): any trademark, service mark;. trade
dress trade name or other indicia of source or origin (iv) domain name
registrations; and (y) 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 goocls or
-services to Customer underthis-Contract.
S. "Wndor- IP" shall mean all tangible or intangible items or things; .including the
Intellectual Property Rights therein, created Or developed by Vendor (ayprior to
providing any Services or Work Product tod Customer and prior to receiving any
documents, materials; information or funding from -or • on behatf.:of Customer relating
to the Services or Work Product, or (b) after the:Effective Date Of 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 its affiliated with Vendor or its personnel, d 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 awned exclusively by .Customer, and not Vendor: Vendor
specifically agrees that the Work:Product shall be Contidered "Werke. 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 ma4s,
for hire Vendor hereby agrees that the Contract effectively transfers grants; Conveys;:
assigns, and relinquishes exclusively to Customer all right title andinterest in and to ail
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 ih. and to the
Work: Product. Vender acknowledges that Vendor and Customer do not intend Vendor
to be a joint author of the Work Product within the meaning of the CopyrightAet of 1.97.0;.
Customer shall have access; during normal business hours (Monday through Friday;
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8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials,.
premises and computer Mes 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 ih the Work
Product by Vendor.
C. Further Actions.
Vendor, upon request and without.further consideration, shalt 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 Vendors 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 authored officers and
agents as Vendor's agent andVendor'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, prevjded 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 conceming the Work Product,
and Vendor shall cooperate, at Customer's sole expense, in the preparation and
prosecution of ell -such applications and in any legal action -sand proceedingsconcerrting
the Work Product.
D. Waiver of Moral Rights.
Vendor hereby irrevocably and forever waives, and agrees never toassert, any Moral
Rights ih or to the Work Product which Vendor may now have or which may accrue to.
Vendor's, benefit under IJ.S. or foreign copyright or other laws and any and all other
residual rights and benefits which arise under any &Other applicable lave 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 aII 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 worid_or under anytreaty, regardless of
whether or not such right is denoiniriated or referred:to: as a moral, right.
E. Confidentiality.
All documents, information and materials forwarded to Vendor by Customer/or use in:
and preparation of the Work Product shall be deemed the confidential information of
Customer, and subject to the fcense granted by Customer to Vendor under sub-
paragraph H: Hereunder, Vendor shall not.use,. disclose; orpermit any person to use :or
obtain the Work Product, or any portion- thereof, in any manner without the prior written
approval of Customer.
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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 busyness. 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 Ferny 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 copies 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 trbyanyone else that pertains to the Work Product.
H. Vendor License to Use;
Customer hereby grants to Vendor a non -transferable, rion-exclusive;, royalty -free, fully
paid -up' licenseto 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 VendorIP 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
Customers internal business purposes only, to (i) use, execute, 4teproduce, display,
perform, distribute copies of; and !prepare derivative works based upon such Vendor IP
or Third Party IP and anyderivative works thereofernbodied in or deliveredto Customer
in conjunction with the Work Product, and (ii) authorize others to do any• or ill of the
foregoing. Vendor agrees to notify Customer on delivery of the: Work Product or
Services if such materials include any Third Party tF On request, Vendor shall provide:
Customer with documentation Indicating a third party Written approval for Vendor Fto
use any Third Party IP that may be.erribodied.or reflegtedin the Work Product..
J. Agreement with Subcontracts.
Vendor agrees that :it shall have written agreements) 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
6
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DIR Contract No. DIR-SDD-2274
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performance of this Contract, which are sufficient to support all performance and grants
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. Vender:Development Rights,
To the. extent not inconsistent with Customer's -rights in the Work Product oras 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 rto Work Product is utilized, and ne 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 agreerrientio allow forauch.
8. 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.
Reniaindet of page interitionally left blank
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DER Contract No. DIR-SDD-2274
Vendor Contract No.
This Contract is executed to be effective as of the last date of signature.
APEX SYSTEMS, INC. DBA VIRGINIA APEX SYSTEMS; INC.
Authorized By: signature on file.
Name: Eric Meissner
Title: Sr. Manaaina Director
Date: 8/8/13
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: 8/28/13
Office of General Counsel: 8/23/13
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,VI&C Review
Page 1 of 3
Official site of the City of Fort Worth, Texas
Cc.uNcilFRT11
AGENDA 'Irec
COUNCIL ACTION: Approved As Amended on 11/5/2013
DATE: 11/5/2013 REFERENCE C-26551
NO.:
CODE: C TYPE:
04TECHNOLOGY STAFFING
LOG NAME: AND PLACEMENT SERVICES
MULTIPLE AWARD
NON- PUBLIC
CONSENT HEARING:
NO
SUBJECT: Ratify Expenditures in the Amount of $7,473.00 and Authorize Execution of Professional
Services Agreements for Technology Staffing and Placement Services with Apex
Systems, Inc., Kforce Inc., Sentari Technologies, Inc., and TEKsystems, Inc., Using
Multiple Texas Department of Information Resources Contracts for the Information
Technology Solutions Department in the Combined Aggregate Amount of $3,142,630.00
on an Annual Basis (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to ratify expenditures in the
amount of $7,473.00 and authorize the execution of Professional Services Agreements for
Technology Staffing and Placement Services, using multiple Texas Department of Information
Resources contracts with Apex Systems, Inc., using DIR-SDD-2274 with Kforce Inc., using DIR-SDD-
2337 with Sentari Technologies, Inc., using DIR-SDD-2385 and with TEKsystems, Inc., using DIR-
SDD-2367 for the Information Technology Solutions Department in the combined aggregate amount
of $3,142,630.00 on an annual basis.
DISCUSSION:
The purpose of these Professional Services Agreements (Agreements) is to allow the Information
Technology Solutions (ITS) Department and other City departments, to have Agreements in place for
staff augmentation to assist in the development and implementation of technology projects and to use
as temporary backfills for staffing vacancies. These projects would include, but are not limited to:
Public Safety Radio Communications System Upgrade;
Radio Tower Replacement Project;
Software package installation and implementation - i.e., e-mail archiving system, Windows 7, etc.;
and
Migrations of unsupported database versions to the most recent and supported version of MS SQL
Server database.
Funds are included in the approved operating and capital budgets of the specific projects.
Texas Department of Information Resources (DIR) is authorized to offer the Cooperative Purchasing
Program to state agencies, public institutions of higher learning, public school districts and local
governments. Pursuant to state law, a local government that purchases goods or services under the
Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements.
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the IT Solutions Department and approved by the M/WBE Office, in accordance with the M/WBE or
BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
AGREEMENT TERMS - Upon City Council approval, these Agreements shall be authorized for a
combined aggregate amount of $3,142,630.00 annually. Each Agreement shall begin on November
6, 2013 and expire on the dates indicated below to coincide with the expiration dates of the
respective cooperative DIR contracts. All of the Agreements will be non-exclusive, and services will
http://apps.cfwnet.org/council_packet/mc review.asp?ID=1903 9&councildate— 1 1/5/2013 12/16/2013
M&C Review Page 3 of 3
ATTACHMENTS
http://apps.cfwnet.org/council packet/mc_review.asp7ID=19039&councildate=11/5/2013 12/16/2013