HomeMy WebLinkAboutContract 48361 Ate�{c3 FCR -1AR-Y
CONTRAG'T 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 Alanis, its duly
authorized Assistant City Manager, and Apex Systems, LLC, (the "Consultant' or "Contractor"), a
Virginia corporation and acting by and through Clay Mills, its duly authorized Senior Managing Director,
each individually referred to as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Statement of Work plus any amendments to the Statement of Work
3. Exhibit B—Professional Staffing Hourly Rates and Permanent Placement Cost
4. Exhibit C—Non-Disclosure Agreement
5. Exhibit D—Network Access Agreement
6. Exhibit E—Signature Verification Form
7. Exhibit F— DIR Contract— DIR-TSO-3564
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, 2016 ("Effective Date") and shall expire on August
23, 2018, ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement may be renewed at the option of the City for two (2) additional
terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of
its intent to renew at least thirty(30) days prior to the end of each term.
3. COMPENSATION.
The City shall pay Consultant per terms of individual executed work orders in accordance with
the provisions of this Agreement and Exhibit "B," Professional Staffing Hourly Rates and Permanent
Placement Costs, which is attached hereto and incorporated for all purposes herein. Each individual
work order shall be listed as Appendix B-1, Appendix B-2, Appendix B-3 and so forth, and each work
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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$2,100,000.00 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 Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered 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.
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S. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
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 AND/OR 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) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES
FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS
OF CONSULTANT, ITS OFFICERS,AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
C. INTELLECTUAL PROPERTY INFRINGEMENT—(i) The Consultant warrants that all Deliverables,
or any part thereof, furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe
upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
(ii) Consultant shall be liable and responsible for any and all claims made against the City for
infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual
property rights by the use of or supplying of any Deliverable(s) in the course of performance or
completion of, or in any way connected with providing the services, or the City's continued use of
the Deliverable(s) hereunder.
(iii) Consultant agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees, any claim or action against the City for infringement of any patent,
copyright, trade mark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if the City
modifies or misuses the Deliverable(s). So long as Consultant bears the cost and expense of
payment for claims or actions against the City pursuant to this section 8, Consultant shall have
the 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; however, City shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the
City's interest, and City agrees to cooperate with Consultant in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the City 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; however, Consultant shall
fully participate and cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs
or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If
the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or
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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 Deliverable(s); or(b) modify the Deliverable(s)to make them/it
non-infringing, provided that such modification does not materially adversely affect City's
authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable,
compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to
City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate
this Agreement, and refund all amounts paid to Consultant by the City, subsequent to which
termination City may seek any and all remedies available to City under law. CONSULTANT'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE
AND AMOUNTS SET FORTH IN SECTION 10 OF 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.
10.1 The Consultant shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1, Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2, Automobile Liability Insurance with a combined limit of not less than $1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000
aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount
required by statute.
5. Technology Liability(Errors& Omissions)
a. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella
Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any
claims not covered by the primary Technology Liability policy. Defense costs shall be outside the
limits of liability.
(a) 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
(v) Intellectual Property Infringement coverage, specifically including coverage for intellectual
property infringement claims and for indemnification and legal defense of any claims of
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intellectual property infringement, including infringement of patent, copyright, trade mark or trade
secret, brought against the City for use of Deliverables, Software or Services provided by
Consultant under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all
other requirements. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will be
the sole responsibility of the Consultant 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 Agreement. 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, or a full copy of the policy if requested, shall be submitted to the
City to evidence coverage.
6. Any other insurance as reasonably requested by City.
10.2 General Insurance Requirements:
1. All applicable 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
3. 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.
4. The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to and approved by the City's Risk Management Division prior to execution of 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.
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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 Apex Systems, LLC
Attn: Susan Alanis, Assistant City Manager Attn: Contracts Department
1000 Throckmorton 4400 Cox Road, Suite 200
Fort Worth TX 76102-6311 Glen Allen, VA 23060
Facsimile: (817)392-8654 Facsimile: (804) 523-8265
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
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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
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
nonconforming services.
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26. MILESTONE ACCEPTANCE.— Intentionally Deleted.
27. NETWORK ACCESS.
27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants
or subcontractors (for purposes of this section "Consultant Personnel'), requires access to the City's
computer network in order to provide the services herein, Consultant shall execute and comply with the
Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all
purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record information
system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate
Identification Index System ("III System"), National Crime Information Center ("NCIC") or National
Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), 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 or the Fort Worth Police Department, under this Agreement, Consultant shall comply with the Criminal
Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute
the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No
changes, modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and the
United States Attorney General.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. 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
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
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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.
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.
32. TERMINATION OF PREVIOUS AGREEMENT.
Execution of this Agreement terminates City Secretary Contract ("CSC') No. 45189 as amended
and as otherwise extended (collectively the "Previous Agreement'). Notwithstanding the foregoing, all
services currently being provided pursuant to the Previous Agreement as of the Effective Date of this
Agreement, shall continue in full force and effect pursuant to the terms and conditions of the individual
work orders and pursuant to this Agreement, save and except for the term.
IT Professional Services Staff Augmentation Agreement Revised November 20,2014
Apex Systems,LLC
t0
The following work orders incorporated into the Previous Agreement shall be incorporated into
and continue under this Agreement unless and until the City provides notice to the Consultant that such
services are no longer needed, or upon termination or expiration of this Agreement:
• Appendix B-5—Personnel assigned: Fie] Ressurreccion Rate: $39.95
• Appendix B-6— Personnel assigned: Raj Dahanekula Rate: $96.00
• Appendix B-7—Personnel assigned: Jonathan D'Aquin Rate: $39.95
• Appendix B-8— Personnel assigned: John Gearhart Rate: $39.95
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of
, 20
ACCEPTED AND AGREED:
f�
CITY OF FORT WORTH: �S APEX Y
By:
Susan Alanis a°°° °°Q lay Mills
Assistant CityTager ILg° °Q � s_Senior Managing Director_
O ` Tj-
Date: � �r o g°Dat
]g 166, o° ¢
AT T 0000
TTEST:
gy
Mary J. Kayser, City S r ary By:
APPROVED AS TO FORM Name:
AND/LEGALITY: y�
By: l.j l/I �/L — ` II"�r Title:
Christ Reynolds
Senior Assistant City Attorney
CONTRAg AUTHQ I ZATIO N:
M&C: O�
Date:
OFFICIAL RECORD
CITYSEC
y K WORTHS Y X
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems, LLC
11
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. Projects needed by the City of Fort Worth:
When the City needs Contractor employee(s) to assist with an identified project, the City will provide an RSOW to
the Contractor outlining the City's needs for the specific project. Elements of the RSOW include but are not limited
to:
(a) Scope
(b) Out of Scope
(c) Customer Objectives
(d) Customer requested dates for project to be fully implemented in test and/or production
(e) City of Fort Worth point of contact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
(j) Technical Requirements
(k) Capacity Planning
(1) 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.
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
IT Professional Services Staff Augmentation Agreement Revised November 20,2014
Apex Systems,LLC
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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 November 20, 2014
Apex Systems,LLC
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EXHIBIT B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates:
Vendor franc Apex Systems,UCdba 15 'nom rra ux
J.
q
Programmer/De%reloper DevelaperAndyztl 576 : 57.a5 ,s $76:sfi
Analyst Developer Andyst2
Developer Andyst3 `-'„$10121 ��
Developer 77 5. 7755 ,=";$�
Progranuner/D�Ioper developer2 7g¢ }
Devcloper 3 ”,,599Ad 77775;5i. `53,9
Wtware Test Aratgst 1
Software Test Araiyst Software Tet Analyst 2 ` ,q`j,1sa 7 ,`$�,
Applications
Sodtware Test Analyst 3
Technical Witeri
Technical Writer Technical Miter ;".,*�'gg�p ,rte 775i i
Tedhnicd%Wter3 t.. Sfib it';•.: i,2^•a-d1 .,sr+v-
Bu6nrss Analyst 1 561,66
Busincs Analyst Business Analyst 2 56530;::; 7:D8 77775a1Fi'.
Business And 3 x`10!531 .:
Sy.tern Arahrst l : ,56S,2s
Systen,Andyst SystemAnalyst2 . $�7;." 'f3iP3=: `.
System Analyst 3 f71jiZ 7'$O117 7777jjL16.
Database Architect l
Database Architect Database Architect 2 "s,
Database Architect3 'S15P,t,26„`-.,.-'.$i3666
Data 1tlarehouse Architect 1
Data Management Data Warehame Architect Data%Vwehouse Architect
Data%Varehcuse Architect3
Database Admhvstratorl
Database Administrator Database Admidsthator2
Det.h.Adnvnistrator3 $1U217 - "`X11637; S1iB7Z'.
Enterprise ArchitectErrtuprise Architect Enterprise Architect 1 }$12$32;',= $13th 01 777513:5
Enterprise Architect 2 $15136 "5166x17" $131
Project Manager Project Managed
Project Maragemtnt Projert Maenager2 `;51D3 ,7 :`...$66,33 -` -$125"
Project lead Projectlead 1
Prnjact tead2 w. $95xtZ ;'�$lUB.37��:: "' 'S11fi�5
Network E neer Network Engineer 1 ;'.;i$77.02 `.' $81t:'SB' 777754:07
TclecamJHtwarla Network Engineer 2
r'6 Network Administrator 1 $5537 , v,557.67 '$65-33
Network Adninistrstor Network Administrator 77W35 777ijI `-`.`$8735.
Network Administrator 3
Security Analyst SecudtYAnWYt 1
Security 5ecurity.Analyst2
Security Engineu Security Ergineer
Security Architect SecvrityArchltect "-':$1i.25 x`$16197 1G37
Help Desk i `"<53935., �_ i5j c`75T5
Help Desk Help Desk 2
CusmerTechrsosl Support Help Desk 3 -:$51-92 ".,i58,6d
Technical Support I
Technical Support Technical Support 2
Technical Support 3 4 $S7=B0 -'•"r768'.
Information Technology Service Management(MM Organizational Change DCM Analyst i. `:�".59Ci.31 �9t131 .. 590;1;1
Operations) Managantent/OCMAralyst 1191 $114.Sd $Sf9:8A
OCMAne. 2
R Cornmtuhications Coordnator i Ss7'31 $$7,.31.
ffMerkcting Infamaticr�Tedndtngy `S533i
Cortrnurication coomiraton;
rT CornmuNcations Coorcrwator 2
InfomationTechndogy Training REnd Users Trainer End User Trainers ,11
End User Trainer2 .. $74;A2�, ..
5{ 73 „,$ 73 .� ";'$10[173
Irtfomnation Technalagp Contract N nnagernent IT Contract MamWrr rr Contract Managers
IT Contract Marwger2 '"��`$318.ii $68:10 "':
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems,LLC
13
2. Placement Costs
a. If the City of Fort Worth hires a Contractor employee as a City employee because of a referral
during a recruitment process, Contractor will charge the City a maximum of 20% of the
employee's annual salary.
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 November 20, 2014
Apex Systems,LLC
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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, LLC ("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 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.
IT Professional Services Staff Augmentation Agreement Revised November 20,2014
Apex Systems,LLC
15
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 *Sms, C:
Authorized Signature ure
Susan Alanis, Assistant City Manager , Managing Director
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems, LLC
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 City's
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 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.
❑ Services are being provided in accordance with City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No.
® Services are being provided in accordance with the Agreement to which this Access Agreement is
attached.
❑ No 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 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 City'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 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 this agreement of the
following City requirements and restrictions regarding access to the City's Network:
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems,LLC
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(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,
and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned
computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to
utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is considered
the property of the City and is subject to applicable state regulations regarding public information
(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: APEX SYST S
Y ul
Susan Alanis ®oo� a iris
Assistant City Manager Qee a Mana ing Director
i ^
Date:
ATTE : "4...
ay J. Kayser, City Secreta Name:
Title:
APPROVED AS TO FORM AND LEGALITY:
By: ,
Assistant Cit ttorney, C' R. PEz-vchS
M &C: none required
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems,LLC
18
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Apex Systems, LLC
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: pkL;�,a,_l Lyo,s
Position: 0
kA
Signature
2. Name:�/��r7�ffti� 9�r/�✓ z�v
Position:
Signature
3. Name:
Position:
/Sig ...
Narrf /
Si atm of Preside /CEO
Title:_Senior Managing Director
Date: //—.3 — o2D/(o
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems,LLC
19
EXHIBIT F
DIR Contract No. DIR-TSO-3664
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
APEX SYSTEMS,LLC DBA ViRGINIA APEX SYSTEMS,LLC
1. Introduction
A. Parties
This Contract for Services("Contract")is entered into between the State of Texas("State"),
acting by and through the Department of Information Resources("DIR")with its principal
place of business at 300 West 151 Street, Suite 1300, Austin, Texas 78701, and Apex
Systems, LLC dba Virginia Apex Systems, LLC ("Vendor"), with its principal place of
business at 4400 Cox Road, Suite 200,Glen Allen,VA 23060.
B.Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State
Business Daily, Request for Offer (RFO) DiR-TSO-TMP-242, on March 29, 2016, for
Information Technology Staffing Augmentation Contracts. Upon execution of this
Contract, a notice of award for RFO DIR-TSO-TMP-242 shall be posted by DIR on the
Electronic State Business Daily,
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions For information Technology
Staff Augmentation Contracts (ITSAC); Appendix B, Vendor's Historically Underutilized
Businesses Subcontracting Plan; Appendix C, Services and Pricing Index; Exhibit 1,
Vendor's Response to RFO DIR-TSO-TMP-242,including all addenda;and Exhibit 2,RFO
DIR-TSO-TMP-242, including all addenda; are incorporated by reference and constitute
the entire agreement between DIR and Vendor. In the event of a conflict between the
documents listed in this paragraph,the controlling document shall be this Contract,then
Appendix A.then Appendix B,then Appendix C,then Exhibit 1 and finally Exhibit 2. In the
event and to the extent any provisions contained in multiple documents address the same
or substantially the same subject matter but do not actually conflict, the more recent
provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The term of this Contract shall be two(2)years commencing on the last date of approval
by DIR and Vendor. Prior to expiration of the original term, DIR may extend this Contract,
by amendment,for up to two (2)optional one-year terms. If there are no sales at the end
of the initial term,this Contract will not be extended. Protracted contract negotiations may,
in DIR's sole discretion, result in fewer optional renewal terms.
3. Service Offerings
Services available under this contract are limited to information technology staff
augmentation services as specified in Appendix C,Services and Pricing Index.
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DIR Contract No. DIR-TSO-3564
Vendor Contract No.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 7, Pricing,
Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index
and shall include the DIR Administrative Fee.
6. DIR Administrative Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all
sales to Customers pursuant to this Contract is one percent (1.00 %). Payment will be
calculated for all sales, net of returns and credits. For example,the administrative fee for
sales totaling$100,000.00 shall be$1,000.00.
B)All prices quoted to Customers shall include the administrative fee. DIR reserves the
right to change this fee upwards or downwards during the term of this Contract, upon
written notice to Vendor without further requirement for a formal contract amendment.Any
change in the administrative fee shall be incorporated by Vendor in the price to the
Customer.
8. Notification
All notices under this Contract shalt be sent to a party at the respective address indicated
below.
If sent to the State:
Shannon Kelley,CTPM, CTCM
Manager, Enterprise Contract Management
Department of Information Resources
300 W. 1511 St.,Suite 1300
Austin,Texas 78701
Phone: (512)463-7666
Facsimile: (512)475-4759
Email: Shannon.KellevO-dir.texas.nov
If sent to the Vendor:
Scott Kennedy
Apex Systems, LLC dba Virginia Apex Systems, LLC
8911 B.Capital of TX Hwy.,Ste,3200
Austin,TX 78759
Phone: (512)879-6095
Facsimile: (512)879.6096
Email: skennedy0apexsystemsinc.com
7. 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.
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DIR Contract No. DIR-TSO-3664
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
APEX SYSTEMS,LLC DBA VIRGINIA APEX SYSTEMS, LLC
Authorized By: signature on file
Name: Scott Damon Kennedy
Title: Executive Manaaing Director
Date: 8/15/2016
The State of Texas,acting by and through the Department of Information Resources
Authorized By: signature on file
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 8/23/2016
Office of General Counsel: DB 8/22/2016
04/01/15 Page 3 of 3
IT Professional Services Staff Augmentation Agreement Revised November 20, 2014
Apex Systems,LLC
22
M&C Review
I CIL RRTWORT[]
COUNCIL ACTION: Approved on 11/1/2016
REFERENCE LOG 041NFORMATION TECHNOLOGY
DATE: 11/1/2016 NO.: C-27983 NAME: STAFFING AND PLACEMENT
SERVICES
CODE: C TYPE: NOW PUBLIC _ NO
CONSENT HEARIN :
SUBJECT: 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$2,100,000.00 on an Annual Basis (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize 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-TSO-3564, with Kforce Inc., using DIR-
TSO-3509, with Sentari Technologies, Inc., using DIR-TSO-3529, and with TEKsystems, Inc.,
using DIR-TSO-3577 for the Information Technology Solutions Department in the combined
aggregate amount of$2,100,000.00 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.
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 waver of the goal for MBE/SBE subcontracting requirements was requested by
the Department and approved by the M/WBE Office, in accordance with the BDE Ordinance,
because the purchase of goods or services is from source(s) where subcontracting or supplier
opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made
by the City Manager for an amount up to $50,000.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, these Agreements shall be authorized for a
combined aggregate amount of$2,100,000.00 annually. Each Agreement shall begin on November
6, 2016 and expire in accordance with the respective DIR contracts.
RENEWAL OPTIONS: These Professional Services Agreements may be renewed for three
additional one year terms at the City's option, per the conditions established in the contract
littp:Happs.cfNvnet.org/council_packet/mc_review.asp?ID=22973&councildate=11/1/2016[11/2/2016 1:17:09 PM]
M&C Review
between the 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
obligation during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The approval of this action provides contract authority up to $2,100,000.00 annually. The Director
of Finance certifies that prior to an expenditure being made, Information Technology Solutions
Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (8781)
Additional Information Contact: Steve Streiffert (2221)
ATTACHMENTS
Apex Form 1295.pdf
Kforce Form 1295 9-30-2016.pdf
Sentari Form 1295 9-30-2016.pdf
TEKsystems Form 1295 9-30-2016.pdf
http://apps.cfNvnet.org/council_packet/mc review.asp?ID=22973&councildate=11/1/2016[11/2/2016 1:17:09 PM]
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-123900
Apex Systems
Glen Allen,VA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/13/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Staff Augmentation 2017
Staff Augmentation 2017
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or If rm pen o per' ry, ha abo disclosure is true and correct.
9�•:&,, ROBERT DOYAL p
NOTARY PUBLIC STATE OF TEXAS
MY COMM.EXP.05/02/2020
a, NOTARY ID 13083512,4 rgnature of authorized agent of contracting business entity
AFFIX
Sworn to and subscribed before me,by the said I�� I' I `5 this the day of
20 IL ,to certify which,witness my hand and seal of office�
-g�w-
Signature of officer administering oath Printed name of officer Administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www,ethics.state.tx.us Version V1.0,277