HomeMy WebLinkAboutContract 45189 cilrYI SECRETARY C
CONTRACT NO*
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 r lanis, its duly
authorized Assistant City Manager,ager, ,and Apex Systems Inc. (the "Consultant III or "Contractor"),, a.
Virginia corporation and acting by and through hike Lyons, its duly authorized '"ice President of Texas
Operations, Principal, each individually referred to as a " arty"" and collectively referred to as the
16parties.17
CONTRACT C T D CHUM ENTS
The Contract documents shall include the following:
11. This Agreement for Professional Services
2. Exhibit .Statement of work plus any amendments to the Statement of Work
3. Exhibit E–Professional Staffing Hourly bates and Permanent Placement Cost
4. Exhibit C–Non-Disclosure Agreement
5. Exhibit D –Network access Agreement
6. Exhibit E–Signature Verification Form
7. Exhibit hibit F–DIR Contract-. DIR-S D-2274.
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the evert of any conflict between the documents, the terrors and conditions of this Professional Services
Agreement shall control.
The terra ",Consultant" or "'Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The terra "City"shall include its officers, employees, agents, and representatives.
1. SCOPE OF SEl ACES.
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.
2w TERM.
This agreement shall be effective November 6, 201 "Effective 'Date'') and shall expire on august
28, 2014, "Initial Term"), unless terminated earlier in accordance with the provisions of this agreement.
Following the lniltiall 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 shallil provide Consultant with written notice of
its intent to renews at least thirty 30 days prior to the end of each term.
3. COMPENSATION.
The Cite 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 he
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IT Professional Services Staff Augmentation A reem,eI it Revis
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Apex sterms, Inc, CITY SECR9TARY
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RECEIVED ,
wo�rk 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,1 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.
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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
Iona pproRr 0
ruction 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 sha,lll 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'.
4.31 Breach.
Subject to Section 291 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhiaustion, of all remedies set forth in Section 29.
4.4 Duties and Oblligiations of the Parties.
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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 a,ll 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 Conslultantol 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 empiloyees,
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 whlich event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying at 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 facillilties 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 prov,isioln to
the effect that the subcontractor agrees that the City shall, until expiration of three (31) years after final
payment of the SUbcontract, or the final conclusion of any audit commenced uring 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, call 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 detaills, 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
as 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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following minimurn 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
omed, hired and nion-owned
(c) Worker's Compensation -Statutory limits
(dl) 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 endorsemen to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O, Either is acceptable if
coverage rmeets all other reqiuir,em,ents,. Any deductible wilil be the sole responsibility of the Prime
Vendoir andl 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 Reg,Uirements
(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.
(bi) '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 sa m e address.
(d) The insurers, for all policies, must be licensed anor 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 ,ny failure on the part of the City to request required insurance, documentation shall not constitute
a waiver of'the insulranic!e, requirement.
(f)I 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 W11 comply with all
applicable federal, state and local laws, ordinances, ruil'es 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.
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15. GOVERNMENTAL POWERS/11MMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental Ipow ers 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 wa,iveir of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
117. GOVERNING LAW/VENUE,.
Thlis 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.
I& 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.
1'9. FORCE, MAJE,URE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
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obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
-their reasonable control,due to force majeure or other causes beyond including, but not
limited to, compliance with any government law, o!rdlinance 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 pi a rt of this Agreement, and are not intended to define or limit the scope of any provision, of this
Agreement.
21. REVIEW OF COlU�NSEL.
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 exhiblits hereto,.
2:2. 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.
,231. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto andl any documents
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incorporated herein by reference, contains the entire, understanding and agreement between the City
and Consultant, their assigns and suicceissoirs 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,, blut all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
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Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City rust give written notice of any breach, of this,warranty within thirty(301)
days from the data that the services are completed. In such event, at Consultant's option, Con:su:l1 ltaint
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
nonconforming services.
26. MILIESTLONE ACCEPTANCE.—Intentionally Deleted.
2710 NETWORK ACCESS.
27..11 Cii1y Network Access. If Consultant, and/or any of its employees, officers, agents, servants
"Consultant Perso�nnell , requires, access to the City's
or subcontractors (for purposes of this section
computer network in order to provide the services herein, Consultant shalll execute and comply with the
Network Access Agreement which is attached hereto as Exhibit "Di" and incorporated herein for all
purposes.
2,7'.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 (111I System"), National Crime Information, Center, ("NCIC") or National
Fingerprint File, ("NF'F"1"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part
20 ("CF R Part 201"), 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 CF R Part 20, and shall separately execute the Federal
Bureau of Investigation Criminal Justice! Information Services, Security ►ddendum,.
2810 IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration, & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verificatilon, and nondiscrimination. Consultant
shall verify the identity and employment eligibillity, of all employees who perform work Linder this
Agreement. Consultant shall compilete 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' control's 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
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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 wa,rranty 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 (1 0) 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 ireceipt 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 inifoirmal 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 as 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 en again 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
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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 aare
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 as fee. This shall include installation of software,,
hardware, and' maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while provi,ding services
pursuant, to this Agreement, views an image on as 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 Explolted, 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 Ihereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, end that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
ame,ndme�nt(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 inc rploirate herein by ireference. Each, party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
IMTNWESS ERE
HOF, the parties hereto have executed this Agreement in multiples, this/6/4-day of
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ACCEPTED, Ni AD AGREED:
T S
CITY 0 WOR�T H APEX SYSTEM 0 C.
By..— By
S, sap lapis M ich Lyons
on's
As i --'.-nt Cit- Mona er Title: Vice President of Texas Operations,
Principal_
Date
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city V;PY7 '?04V
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APPROVED AS TO FORM VAS
AND LEGALMY:
aleshia Farmer
Senior Assistant City,Attorney
CONTRACT AUTHORIZATION:
M C-1 C-26551 Date:-11/5/20,13
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FTWORTH9 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.
I. Staff mentation:
For staff augmentation, the City willll provide an RSOW that includes the skiillll set required for the
Contractor employee(s) needed) and an estimated length of time the Contractor employee(s) are needed).
Thee R,SOW 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). Thee second
section will include the expected qua�lifications 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
emp�loyee(s). There will also be a section for auth�orized signatures by both the Contractor and the City.,
2. Projects needed by the Ci!y of Fort Worth:
When the City needs Contractor employee�(s) to assist with an identified project, the City willll 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
(bi) Out of Scope
(c), Customer Objectives
(d) Customer requested dates for project to be fully implemented in test and/or produ�ction
(e) City of Fort Worth point of contact,
(f) Business rules
(g) B,us,iness, Flow diagram
(hi), Security considerations
(i) Interfaces
(j) Technical Requirements
(k) Capacity Planning
(1) Impact Assessment,
(m)l Issues
(n) Reporting Requirements
(o) Deadl�iine for Contractor Response
As a part of the Contract, Response, 'the! Contractor will be expected to address, the issues, as outlined in
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the RSOW. To, accomplish the objectives in the RSIOW the Contractor will indicate, at a minimu�m, -the skill
sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the
Contractor, emiplolyee(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. T'h�e Contract's response should be in the form of a work o�rder that iincludes a place for
signatures of an authoirized representative from both the Contractor and the City.
31. Permanent Plac�em�ents:
If the City is seeking referrals for a permanent pilacem�enit, the Contractor, may submit candidates for
consideration to be hired. If the City hires an individual referred by-the Contractor, then the City will play 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 rho has w+orked at least three months as a Contractor employee.
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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 ireferred candidate(s) has the legal right to work in the United States in
accordance with Section 2,91 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 mill provide the following, information for each Contractor employee
working ors-site in City facilities or off site on any City equipment:
a. Candidate Information
ii. Full legal name
ii. Date of Birth
iiii. 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 RS01W Contractor will make a good faith effort to ensure that
qualified residents: of the city of Fort Worth are inclludedl 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, 201,3—mbf
Apex Systems,,Inc,
12
EXHIBIT
Professional Staffing Hourly Rates and Peffnanenit Placement Cost
1. Professional Stf ing Hourly Ratan
Appondix,C.Siarrvtces and Phclrtq Indox
Varsdor N-arnelk APEX Syst ats,Inc,
h0o
a am
Dove OP An'lly",I
arralyrsx lever per e�#rrat t
�are Test
..-
.
ihcstkan `
.. :�So mare Tact Analyst Soilv�re ea An :M
y T are Tttri
6.
To c h w i a l-w rite
ri 14 a rr fir. °, ''�
e rues Ana
Bqstness Analyst
Wetness Amy 2
tom A' st
.. ...
S�tarn nat st S�SU Arm t` r ': � .*r Tj!
System A
abase ArcETR
Oat*Managemorl 0,ata Warehouse Archttect Data War&ftrauso Am:httect 2 7 7 7
lea"+last-as#Adm nistrator 3
JE t rpM%e Arc hit Enterpfte r hha t n! pet r Arc rt t 2
NO)oct Manager Pt?Jed MEN"L.
Project Lead Pepe"t L�ea t
Network
;; +t, ....�., ";i
Engineer N
'work Erg" l hear 2 �
Securtt 'A naiyst
Secli tom,
;.
tar I
tor 2
tar 3
Support "C'edhrrlcAt Su 0�
Technical Support echnical om,2
LT
IT Professional Services Staff Augmentation Agreement Revised September 1, 20113 m '
Apex Systems, Inc.
Le Placement Costs
a. If the City of Fort of hires a Contractor employee as a City employee because of a
referral during a recruitment process, Contractor will charge the City a maximum of'201%
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 emplioyee, 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
INION-DISCLOSURE,AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City")
located at 10010 Throckmoirton Street, Fort Worth, Texas, 76102, and Apex Systems, Inc. ("Recipient"' or
",Contra c!to C)i with oiffices, located, at 4400 Cox Road, Suite 2,00, Glen Allen, VA 23060. Pursuant to,
servi�ces 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 erriployee(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,whio are
bound to maiinitaiiin its confidentiality.
The Confidential Information is being disclosed for the following purposes: supplemental staff
augmentation and/'or permanent placement services.
2. Such res,trictiolns, 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 (iii i is lawfully
received from as 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, as 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 effecbve 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'Septe:mber 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 AN R 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 ACTS) 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 1. 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 Apex Syste Inc.:
Ae s1 Inc.
A tAhori�ed signature orize Sign urge
Susan Alanis Michael Lyons,
0 -1=t: %e a a&_
Jam Name
Vice President of Texas Operations,
Title Principal
'Title
IT Professional Services Staff Augmentation Agreement Revised September 1, 201'3—mbf
Apex Systems, Inc,,
16
EXHIBIT ID
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 su ple entall 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
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
bein g 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.
El Services are beings rovided in accordance with City Secretary Contract No.
D Services are being rovidedl in accordance with City of Fort Worth Purchase Order No.
Z Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
El No services are being provided pursuant to this Agreement.
i
4. Renewal. At the end, of the first year and each year thereafter, this Agreement may be renewed
annually if the follo\Mng conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty(310) days prior to the scheduled annual expiration of this Agreement,the
Contractor leas 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 Ibaslis. 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,1 aglents, servants, employees or representatives may
not 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 Cilty's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees 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 immied'iately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreementy 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
resploins,ible 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 Ci'ty-owned equipment assigned to Contractor
i i
Personnel, and will immediately report the loss or 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 alilow any third
party to util lze their password an d/or user Ili to gain access to the City's N etwo r k
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the C ity's Administrative Regulation D7
(e), Any document created by Contractor Personnel in accordance with this Agreement is
consi dered 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
i
(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. Tennination., In addition to the other rights of termination set forth hereiny 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 cllient or communications
software provided by the City from all computing equipment used and owned by the Contractor I its
officers, agents, servants, employees and/or representatives to access the City 1,s Network.
7. Information Slecurl 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 immediate,ly 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 Contra ctor-own ed equipment that contains City-provided access software, termination
or resignation of officers, agents, servants,, employees or representabves with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED,-.
CITY OF FORT WORTH-. C O T CT+C MME
By..— By:
SusiQhAnis Name:–Michael Lyons,–
Assistant City Ma alter Title- Vice President of Texas Operabons,
fop Princi
Date: pal
) -�e Date:
TT EST T:
By,: 08
.............
C4 Sec T V e
tl e bdrQ
0 00
APPROVED A T RM D LEG AS
CN Attorney
M &C: none re aired .....
0FF1CfJ6F#P0RD
IT Professional Services Staff Augmen,ta,tion Agreement Revised eptember
ID
C
69
Apex Systems, Inc. 18 CITY SECRETARY
i
LFITts WORTHo TX
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 Signatulre Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind t'he Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordilnance or other authorization'ion 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 as
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 PresidYnt CEO
Other Title:—Vice Premdent of Texas Operations, Principal_
Date: 7,7
IT Professional Services Staff Augmentation Agreement Revised September 1, 20113mbf
Apex Systems, Inc.,
19
EXHIBIT F
DIR-SDD-2274
DIR Contract.No. 01R:-SDD-2274
Vendor Contract,No.
STATE-OF TEXAS
015PARVENT-OF INN ORMATION IRFESOUROFES
CON TRACT FOR
IN FORM ATION TECHNOLOGY STAFF AUGMENTATION SERVICES(IT SAO)
APEX SYSTEMS,INC.DBA VIRGINIA APEX sysTEMS,INC,
1 w Introduction
A. Parties
This Contract for services is entered into between the Stpte ,of 'Texas, apting, by and
through,the Depadment of Information Resources (hereinafter "DIR") Frith its "principal,
place of business at 300 West 15"Street,Suite 1,300, Austin, Texas,,78701, and Apex
Systems, Inc, idba Virginia Apex systerns, Inc. (hereinafter 'Vender), Wth its principal
place of business at 44,0.0 Cox Road,Suite,200,Glen Allen,Virginia 23236.
B.Compliance with Procurement Laws
This Centry rCt'js, the result of,complila,=GMA'th applicable procurement laws of the State
,of Texas. DI issued a solk,,ftaflori on the Comptrollor of Public Accoonts' Electronic'
State Business Daily, Request for Off or (R r FO) DI_R-ZDD-TMP-204, on March 12, 2013,
for Information Techno'logy Staffing Augmentation Contracts, Upon execution of this
Contract,a notice of 6ward f6r RFO DIR-S D D-TMP-204 shall bb: posted by D1 on the
Eleetronl�'Stale Susiness,Daily.
C. Order of'Precedence
This Contract Appendix,&Standard Terms and Condifions For lriform: abon TechnoLlogy
Staff Augmentation Contracts (ITSAC); Appendix 8,Vendor's Historically Underutilized
Slusinesse-S Subcontracting Plan; Appendix C,, Services and Pricing Index, Exhibit 1,,,
Van dot's Response to RF0 DIR-SDI -TI" ,P-204, including all addenda�;, and Exhibit 2.,
RF0 D[R-SD'DJM:P#,204, including all addenda; are incorporated by reference and
constitute the entire agreeMont between DJR and Vendor. I'n the event of a conflict
between the documents listed in this paragraph,the controlling document shall be this
Contract,then,Appendix A,then,Appendix 8,then Appendix C,then ExhibK 1 and finally
Exhibit 2. In the event and to the extent any provision-s contained in multiple documents
address the same or substantially the same subject matter but do not actually conflict,
the more recent provisiorts,shall be deemed to have superseded earlier provisions.
2'. Tem ntracf.
The term of this Contract shall be one (1)year commencing on the last date of approval
by DI,R and Vendor.. Prior to expiration ofth,e original term, DIR and Vendor may extend
this.Cotitract,upon mutual agreement,for up to hw, (2)optional o'tie-year ter rs.. 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.ter
ms,
3. Service Offenngs
Services available under this contra , are limited to inform*ztion to-ohnology staff
augmentation servicea,as specified in Appendix C,Services and Pricing Index.
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013—,,tea f
Apex Systerns, Inc.
20
DI R Contract No.. DIR-SIDD-2274
Vendor Co,ntract No.
4. Pricing
X Pricing
Pricin sharlll be in accordance with Appendix G,Services and Pricirig Index.
8, Cost Recovery-Feo CRS`�
The.CRF specified in Secflon 5 below shall not be broken o.uft as a separate fine 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
D. Travel Expense Reimbursement
Pricing for services, provided un-dler this Contract are exclusive of any travel
expenses, that may be incurred, -in the performance of those services,, Travel
expense roimbursement may,include pers-orizilvehiple mileage or Commercial poach
transportation, hotel accommodations, parking and 'moals; provided, he vet, the
amount of reimbursement,by Customers shall'not exceed the amounts authorized for
state employees as adopted by each Oustomer� and provided, further, that all
reimbursement rates shall not exceed, the maximum rates establish Ord for state
employees under the current State Travel Management Prog�ram
mpf), Travel time may, not be
included as part, of the arnounts payable by Customer for any services rendered
under this Contract. The DIR administrative fee specifted in S�dion 5 bolow,is hot
applicable to travel expense reimbursement. Anticipated travel expenses must be,
pre-approved in writing by Customer.
E. C-hang es to Prices
Vendor may change the price of any-service at any time,based upon changes to th.e
MSR:P, bUt discount levels shall remoin consistent Wtk tho discount levels specified
in this Contract. Price decrease's shall, take effect, automatically during the term of
this Contract and shall be passed onto,the Customer immediately.
6. D1 R Cost Recovery Pee
A) The ad 'nistrative fee to be paid by the Vendor to IDIR based on the dollar value of
all sales to Customers pursuant to this Contract is one percent(1.00%). Paymentwill be
calculated for all sales, net of returns and credits,. For example,the Cost'Recovery Fee
(C R F)for sales tota l,iing$100,0 0 shall be$100,01.00.
B) All prices quoted to Customers shall include the GRF. DIIR reserves the rig!ht to
Change this fee upwards or downwards during the term of this Contract, upon itttn
notice to Vendor without further requi're,ment, for a formal Contract 3r-,ndn-tent. Any
change in the C-RF 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
DIROontract,No. DIR-SDD-22T4
Vendor CoMract No.
6. Notification
All notices under thisr, Contract shall 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. 15"St., Suite 1300
Austin,Texas 78701
Phone: (512)463-21861
Facsimile:(51:2);475-4.700
If sent to the vendor.
Eric Moiss-ner
Apex Systems,Inc.d bai,Virginia Apex Systems, Inc.
8.911 Capital of Texas Highway,Suite 3200
Au'stini TX 78759
Phone:$12-879-6095,
Faicsimil"e-512-87.91-6096,
Email- emel'ss,norg ape xsyste inc.com
Intellectual Property Mhitters
A.,Definitions
1."Work Producf means any and all delivorables produ-cod by'Ve-ndo,. for Cl unto.
nier
under a Statement of Work issued pursuant to this Contract, including any and all
tangible or intangible items or elernents have bee-n or will.be prepared, created,
developed, invented or conceived at any time following the effective date of the
Contract, including but not limited to any (i)works of authorship (such as manuats,
instructions, printed material, graphics, artmrk, irnages, illustrations, photograph$"
computer programs, computer software, scripts,, object code, source code or other
programming code, HTML coide, 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 fixea'ini any tangible media,
and all other,copyrightable'works),iii)-tradernarks,service marks,,trade dressi trade
names,: logos, or other [ndicia of source or prigin, (iii), ideas, designs, concei
personality rights, thods, processes, techniques, apparatuses„ inventions,,
forrinulas, discoveries, or improvements, including anti patents, trade secrets and
knovv-how,(iv)domain names-, (v)any copies.,and sirTmfilar or derivative-works to any
of the foregoing, (vi)all documentation and rinaterials ralatOdl to 61ny of-the foregOibglil
(vii), all other goods, services or deliverables to be provided to, Custoriner under the
'Contract or a Statement of'Work, and (viii) all tntello'citual 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 'Nbrk, or with funds appropriated by or for Customer Or, Customer'$,
benefit- (a)by any Vendor personnel or Gusto t m, -r personnel, O.r (b)any Customer
perso-nnel who then became personnel to Vendor or, any of 0 affiliates or
3
IT'Professional Services Staff Augmentation Agreement Revised September 1, 2013-mbf
Apex Systems, Inc.
22
W'IR Contract No. Dl'R,-SD D-2274
Vendor Co�ntract No.
subcontractors, where, although creation or reduu,uction-to-practice is compietedwhile
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. "IntdIlectual Property Rights" means the world vide legal rights or interests
evidenced by,or embodied,in:.()i any idea, des,ign,conce pt,,personality right,in ethod,
process, technique,, apparatus,, invention, ditc over y, or improvement, in-cludiing any
patents, trade secrets,,- and know-how; (ii) any work of authorship, including any
oopyrig-hts,moral rights-or neighboring rights- (W) any trademark,,sorvice,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 Custormr and Vendo'r
deS,CTibing a specific,set of'activities andlor deliverable's, which may ilociude 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 under1his Contract.
5. "Vendor IP" shall mean all tangible or inta,ngible 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
dbcurnOnts, mat6rials, Information or funding from or on behAtf 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 b�y Vendor
outside Vendor's provision of Sorvic-es or Work Product for Customer hereunder and
were not created, prepared,, developed, invented or conceived by any Customer
perso.nne.1 who then became personnel to Vendor or any of its affiltates or
subcontractors,where,, although creation or reduction-to-practioe is completed while
'the person is affiliated with Vendor or its personnel, any portion of some vvas
created,invented or conceived by such person while affiliated'Writh Astor
B.Ownership,,
As bet en Vendor and Customer,, the Work Product and Intellectual Property Rights
therelin are and shall be owned, exclusively by Customer, and not Vendor. "vendor
specifi lily,agrees that the Work Product shall be considered"works made for hire and
that the Work Product shall', upo:n creation, be ovvned exciusilve,ly by Customer. To the
extent that the V\1brk Product, under applicable law,may not bio considered,works made
for hire, Vendor hereby agrees that the Contract effodvely-transfers,,, gta*s, convdys--,
assigns, and relinquishes exclusively to Customer all right,title and'interest in and to all
ownerrship rights in the Work Product, and all Inte,flectual 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
Wo* Ptodoct. Vendor atkno-Wedges 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 1,976,
Customer shall have access, during normal business hours (Monday throt;,gh Friday,
4
IT Professional Services Staff Augmentation Agreement Revised September 1, 2,013 mbf
Apex Systems,Inc.
23
DI R Co,ntra-ct N*, DIR-SOD-2 274
Vendor Contract No
8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials,,
premises and computer files containing the Work Product, "vendor and Customer, as
appropriate,All 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 with further consideration,shall perform any acts that may
be deemed reasonably necessary, or desirable by Gusto mier 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, ack-nowledgerTidnt and delivery of such f` her documents in a form
determined, by Customer. In the event Customer shall be unable to obtain Vendor's
sigtiature due to the dissolution of Vendor or Vendors unreasonable failure to respond
to Customer's repeated requests for such signature on any docury*nt reasonably
necessary for any purpose set forth in the foregoing sentence, Vendor hereby
irrevo-cably designates and appoints Customer and its d"uly authorized officers and
agents as Vendor's agent-and' endor's attorney-in-fact to act for and in Vendors b0alf
and stead:t6 execute and file any such document and td do all other lawfully permitted
acts, to further any such purpose With the same force and eff ect as if executed and
de4vered by Vendor, provided however that no such grant" of 9
ri ht '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 \Mth 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,
0.Waiver ref Moral Rights.
Vendor hereby irrev*41,,ably 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 US,. or foreign oopyright or other laws and, any and all, other
residual rights and benefits which arise under any,oth-er applicable law now in force or
hereafter enacted. Vendor acknoW-edges the receipt of equitable compensation for its
assignment and waiver of such Moral Rights, "rhe term"l lorral Rights" shall mean any
and all rights of paternity or integrity of the Work- Product and,the right to o�bjoct to a-n.y
modification,translation,or use of the Work Product,and any similar ri"ghts existing yn,der
theJudicial or statutory law,of any country in the world or under any treaty, regardless of
whether or not such right is denofnihated or referred to as a moral right.
5.Con ridenti-ality.
All docurnents, information and materials forwarded to VP-ndor by CustomerfQr use in,
and preparation Of the Wbrk Product, shall be deemed the confidential informatio-0 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 there-of, in any avinner without the prior v. m,on
approval of'Oustomer.
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013-mbf
Apex Systems, Inc.
24
l IR Contract NG. DIR-SIDD4274
Vendor Contract No.
F.Injurvctive Relief
The Contract is intended to protect Customer's proprieta.ry rights pertaining to the W' ork
Product, and the Intellectual Property Rights therein, and any misuse of such rights
would cause substaMial and irreparable harm- to Cuistomer's, business. Therefore,
Vendor ackmoWeciges, and stipula-tes that a court of cornpotent jurisdiction, rMy
immediately enjoin I
join any material, breach of the intellectual prope4, , use, and
confide ntiality provisions of this Contract,,upon a request by C ustomer,without requiring,
proof of irreparable injury as same should he presumed.
G.,Return,of Materials Pertaining to Work RrodUct.
Upon the request of Customer, but in any event upon termination or expiration of this
Contract or a,Statement of Work,Vendor shah surrender ioCustamer all docurmnts and
things pertaining to the Work Product, including but not limited to drafts, mertioranda,
notes, records, drawings, manuals, computer soft ware, reports, data, and' all other
documents or materia,ls (and copies of same) generated or developed by Ve'ridor or
furnished by Customer to Vendor, including all mate'ria-Is.embodying the W6,rk Product,
,Any tutftmor cohfidential infbrmatiolh, or Intellectual Property Riohts in such'Work
Product, regardless of whether complote or inco m.,plete- This s4ection is intended to
apply to all Work Product as well as to all docurnents 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 nori-transferable, non-exclusivo, royalty-frog,1 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 customem without the prior-written consent of Customer,which Consent may
be withheld in Customer"s sole discretion,.,
1.Third�Party Underlying,and Derivative Works.
To the extent that any Vendor IP or Third Party IP are embodied.or-reffectedi in the Work
Product, or are necessary to provide the Services, Vendor hiloroby grants to the
Customer, or, shall obtain from the applicable third party for Customer's benefit', the
irrevo,ca-ble,l perpetual, moon-exclusive, worldwide, royalty-free right and license, for
Customer's internal business purposes only, to (i) use, execute!, -reproduce, dis p 4ay,
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 (ii) authofto others to do any ar all of the
foregoing. Vendor agrees to notify Customer on delivery of the Work. P,roduct or
,Services if'such materia Is include any Third Party 1P, On request,Vendor sh4111 provide
Customer with documentation indk,*Atlhg a third party's written approval for Vendor to
use,array Third Party IP that may be embodied or reflected'in the Work Product.
J.Agreement vAth-Subcontracts,.
Vendor a9reos, that it shall have written agree;mnt(s) that are consistent With the
provisions hereof related to Work Product and lititeltodUal Property Rights With any
employees, agents, -consultants, contractors or subcontractors providing ServiCOS 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
IT Professional Services Staff Augmentation Agreement Revised Se,ptember 1, 2013 mbf
Apex Systems,Inc.
25
DIR Contract No. DIR-SOD-22-74
Vendor Contract No.
performance of thi's Contract,vvfiich are sufficient to support all performance and grants
of rights by Vendor. Copies of such ag-reements 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 'n' or
delivered to Customer in conjundion wth the Work Product. The foregoing lioenso
includes the right to sublicense third parties, sole-ly for the purpose of engaging such
third parties to assist or carryoutCU5tomer's internal business use of'the Work Product.
Except for the preceding license,all,rights in Vendor[P re in in Vendor.
L.Vendor Development Rights.
To the extent not inconsistent\Mth Custoi is rights In the Work Product or as-set forth
herein,, nothing in this Contract shall preclude Vendor from d+ eloping for It e, or for
others,, materials rich are competitive With thoise produced as a result of the Services
provided hereunder, provided that no Work Product is utilized, and no Intetlectdal
Property Rights of Customer therein am infringed by such cc mpetiltive materials. To the
eXtent that Veind6r wishes to Use the Work Product,or acquire lic6nse7d rights In cortain,
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 agreemen t to allow for Such.
8. Authorized Exceptions to Appendix A,Standard"Terrins and Conditions for
Information Technology Staff Augmentation Services ffSAC).
No exceptions have been agreed to by,DI R and Vendor.
Remainder of page intentioniall'y left bilank
7
IT'Professional Services Staff Augmentation Agreeme�nt Revised September 1, 2013 mbf
Apex System,5, Inc.
26
ICI R Contract No. DIES,-SDO-2274,
Vendor Contract No.
This Contract is executed to be effective as of the last date of signature.
APEX SYSTEMS.,INC.DB-A VIRGINIA APEX,SYSTEMS,, INC.,
Authorlz�d By: sicinttyre on file,
Name.!� Eric Meissner
Title., S.r.Managing Director
Date: 8/8/13
The State of Texas,acting by and through the Otpa,rtment of Informati6n Resources
Authorized By: si-guature-on file,
Name:,
Titie: jye.QireAp_r,
Date.
Office of General Counsel.- 8123/13
IT Professional Services Staff Augmentation Agreement Revised September 1, 2013—m,bf
Apex Systems,Inc.
27
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Page I of -5
Offii ciail site of the City of Fc-t Worth,Texas
CITY L AGENDA FORTWORTY
COUNCIL ACTION.-I Approved As Amien,died on 11 11/5/2013
REFERENCE 04TECHNOLOGY STAFFING
DATE: 11/5/2013 NO.z- C-265511 LOG NAMIE: AND PLACEMENT SERVICES
MULTIPLE AWARD
CODE*- C TY P E 0-1 NON- PUBLIC NO
,CONSENT HEARING:
SUBJECT.- Ratify Expenditures inn the Amount of$7,473.00 and Authorize Execution of Professional
Services Agreements for Technology Sitaffing and Placement Services with Apex
Systems, Inc., Kforce Inc., Sentari Technologies,1 Inc.,1 and T'EKsystems, Inc., Using
Multiple Texas Department of Information Resources Contracts for the Information
Technology Solutions Department in the C�o:m,bined'Aggregate Amount of$3,142,6130.001
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$7,1473,.001 and au�lthlori'ze the execution of Professional Services Agreements for
Technology Staffing and Placement Services, using multiple Texas Department of Information
Resources contracts with Apex Systems, Inc.,, wing DIR-SDD,-2274 with Kforcle Inc., using DI' -SDD-
2,337 with Se�ntari Technologies, Inc., using DIR-SDD-2385 and with TEKsystems, Inc., using DiIR-
SDD-23617 for the Informations Technology Solutions Department, in the combined aggregate amount
of'$3,1142,630.00 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 departm:ents, to have Agreements in place foir
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*
Soft ware 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 sources (DIR) is authorized t o o ffer 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
Interloc,al Cooperation Act satisfies otherwise appl'icable competitive bidding requirements.,
M/WBE OFFICE -A waiver of the goal for IVIBEISBE subcontracting requirements,was re,q�uested by
the IT Solutions Department and approved by the M/WBE Office, in accordance with the M or
BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligi�bl'e.
AGREEMENT TERMS - Ulpon, City Council approval, these Agreements shall be authorized for a
combined aggregate amount of$3,142,630.00 annually. Each Agreement shaJI begin on November
61 2013 and expire on the dates indicated below to colincide with: the expiration dates of the
i
respective cooperative DI:R contracts.. of the Agreements will be non-exclusive, and services will
http://ipps.cf' et.org/counc'l ?1D=1 903 9&counc11date=11/5/2013 12/16/2013
wn et.org/�cou.�c'1 asp.
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be provided by the vendors based on the City's staffing needs an the availability of quai lit ied, vendor
resources., No specific amount is guaranteed for either Agreement.
A I IM 1=312,
VENDOR CONTRACT COOPERATIVE
Pr%h111:M A OT A KAJO-VII Jh1l"r
NUMBER %4#%MOF 1 11 1 V%J"1%%NO I r"%I W I W%J 1 11 1 AGREEMENT
END DATE
sty Q 4 C.-99 8/28/2014
Aeex,,,§ym1s, I IR- D27
nic, DSD� i-24 N-1 I
Kforce,, Inc. DIR-SDD-2337 %J.-ee 8/07/2014
Sen�tari Techniol2Q,ies, I nc. DIR-SDD-2131851 eel 8/07/2014
Ts stems,, Inc. DID -2367 W f)%J1%00V)V%J W.00 9/03/2014
RENEWAL OPTIONS - Each Agreement, may be renewed for up to two addiltiona,l one year terms at
the City's option, i'n accordance with the terms establ,ished in the contracts between DIR and the
individual vendor. This action does, not require specific City Council approval provided that the City
Council has appropriated sufficient funds, to, satisfy the City's obl,ig,ation during the renewal term,.
ADMINISTRATIVE AMENDMENT - An administrative amendment or increase may be made by the
City Manager in the amount up to $50,000.00 for each Agreement and does not require City Council
approval as long as suffilcielnt funds have been appropriated.
FISCAL INFORMATION,/CERTIFICATION,-
The Financial Management Services Director certifies goat funds will be available in the Fiscall Year
2014 operating budgets a�nd capital budgets, as appropriated�, of the In for mat anon Systems F u nd,
Information Systems Capital Projects Fund, General Fund, and, Storm, cuter Utility Fund.
TO Fund/Accou�nt/Ce tors FROM Fund]Account/Centers
P168 53,9120 0043011�O 598, 90.00
P1618 539120 0045021 11,646,748.00
P168 539120 0043020, $6,474.00
P168 5391�20 01045000 1114,116 7.00
P168 539120 004501 33 X31.00
P1 8 539120 0045,030 $190,569.00
P 168 539120 0048001 1452.J_145-00
P168 539120 0048002 $157, 21.00
P251 5319120 041030173580 $214 A 79.010
PE69 539120 0209000 $251.3690.00
GG01 539120 0135010 1167,186.00
C296 539120 01310301361 100,942.00
G 539,1 1000 $400, 00.00
P168 539120 0046020, $83,173.00
............. .......... ........ ..........---...................
Submitted for git
y Manager's Offig!!L§ Susan Alards (18180)
Or1'1g1*nat1,MDef:)a ment Head-.' Peter Anderson (8781)
Adiditional Information Contaict: Mai T'ran, (8858)
............ ..................... ............
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ATTACHMENTS
http://ap,ps.cfw,net.org/coun,c'i'.1...._,packet,/me—revi ew.a,s,p' 910 3 9&counci Id ate=11/5/'2013 12/16/'2013