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HomeMy WebLinkAboutContract 39491 (2)SECRETARYTY r 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 Karen L. Montgomery, its duly authorized Assistant City Manager, and DIGITAL INTELLIGENCE SYSTEMS CORPORATION ("Consultant" or "DISYS"), a Virginia Corporation and acting by and through Mahfuz Ahmed its duly authorized president and CSO. In consideration of the mutual covenants and considerations set forth herein, the parties hereby agree as follows: The Contract documents shall include: 1) This Agreement plus all attachments listed below, which are attached hereto and incorporated herein for all purposes incident to this Agreement: a) Exhibit A — Statement of Work b) Exhibit B m Pricing and Payment Schedule c) Exhibit C ® Non Disclosure Agreement d) Exhibit D _ Network Access Agreement 2) Gity of Fort Worth Request for Proposal No. 08-0335 ("RFP"), which is incorporated herein by reference for all purposes incident to this Agreement. 3) Digital Intelligence Systems Corporation (Consultant) response to the RFP ("Response") dated May 14, 2009, which is incorporated herein by reference for all purposes incident to this Agreement. However, Appendix "A" of the Response shall not be included as a part of the Contract documents. In the event of a conflict between the contracts documents, the order of precedence is as follows: (i) this Agreement plus all attachments (ii) RFP No. 08-0335 (iii) the Response. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for staff augmentationI specific contractor project duties as defined by the City, permanent placements, and other duties as set forth in Exhibit "A" Statement of Work and Vendor Response which is attached hereto and incorporated for all purpose incident to this Agreement. 2. TERM. The initial term ("Term") of this Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall be effective for a period of one (1) year ("Initial Term"), unless terminated earlier in accordance with the provisions set forth herein. The City shall have the option to renew the Agreement up to three (3) consecutive one-year periods. 3. COMPENSATION. The City shall pay Consultant per terms of individual executed work orders in accordance with Exhibit "B," "Professional Hourly Rates and Permanent Placement Cost", which is attached hereto and incorporated for all purposes incident to this Agreement. Each individual work order shall be listed as Appendix 13-1, Appendix 13-2, 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 personnel to provide the services, the specific project to which the personnel will be assigned; the specific services to be Professional Services Agreement Digital Intelligence Systems Corporation Page 1 of 21 personnel; and any other regulations as agreed to by the parties that may apply to the specific personnel. The total aggregate amount of compensation to be paid under this Agreement, inclusive of all work orders, shall not exceed $400,000.00 on an annual basis. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services 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. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant 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. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract 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 Professional Services Agreement Digital Intelligence Systems Corporation Page 2 of 21 the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants 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 under this Agreement prior to 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. In accordance with City of Fort Worth Ordinance No. 15530, the City has goals for the participation of Minority Business Enterprises and Women Business Enterprises (M/VVBE) in City contracts. DISYS acknowledges the M/WBE goal established for this contract and its commitment to meet that goal. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by DISYS may result in the termination of this agreement and debarment from participating in City contracts for Professional Services Agreement Digital Intelligence Systems Corporation Page 3 of 21 a period of time of not less than three (3) years. DISYS will submit information concerning the M/WBE (s) that will participate in the contract to meet the set goal. The information shall include: (1) the name, address and telephone number of each M/WBE; (2) the description of the work to be performed by each M/WBE; and (3) the approximate dollar amount/percentage of the participation. If DISYS fails to meet the stated goal, then DISYS must submit detailed documentation of good and honest efforts as to why the goal was not achieved. 10. INSURANCE. Consultant shall provide the City with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation -Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 —1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Professional Services Agreement Digital Intelligence Systems Corporation Page 4 of 21 (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interestI 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: To The CITY: City of Fort Worth/IT Solutions 1000 1 nrockmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. Professional Services Agreement Digital Intelligence Systems Corporation Page 5 of 21 To CONSULTANT: Digital Intelligence Systems Corp. (DISYS) Attention: Contracts Department 8270 Greensboro Drive, Suite 900 McLean, VA 22102 Facsimile: (800) 854-7254 Except as otherwise provided in Exhibit B, Section A, "Temporary to Full Time Placement Cost," 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. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 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 on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 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 /MODIFICATIONS / EXTENSTIONS. No extension, modcation or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative of each party and delivered on behalf of such party. Professional Services Agreement Digital Intelligence Systems Corporation Page 6 of 21 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. 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. The other party is fully entitled to rely on this warranty and representation into this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Digital Intelligence Systems Corporation Page 7 of 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 1 Z j�OvY�M 200=Le CITY OF FORT WORTH: DIGITAL INTELLIGENCE SYSTEMS CORPORATON: Karen L. Montgomery (J Assistant City Manager Date: / i o l o City Secretary APPROVED AS TO FORM AND LEGALITY: Mal hia B. Farmer Assis ant City Attorney CONTRACT AUTHORIZATION: Date Approved: C) U Professional Services Agreement Digital Intelligence Systems Corporation Page 8 of 21 By: Name:'�i'Ia1�f�A(hmed Title: Presid nt Date: November 4, 2009 ATTEST: By: Iul ILK k Kelly Merritt Contracts Manager day of EXHIBIT A STAFFING SERVICES On an as needed basis, the City of Fort Worth (y" or "Customer") will provide a Statement of Work for vendor response. The specifications will include, but not be limited to, the following: A. Description of the services to be performed; B. Skills and qualifications of the individual workers, hereinafter referred to as "Contractors," who will perform the services; C. Duration of services; D. Additional Customer project requirements; E. Vendor response requirements. Digital Intelligence Systems Corporation ("DISYS" or "Consultant") shall submit a response to IT Solutions in accordance with the specifications. IT Solutions and customer department staff may interview the proposed Contractor(s). The IT Solutions Department will schedule interviews. After the Contractor(s) has been selected, IT Solutions will prepare a Work Order to be attached to the executed Staffing Services Agreement between City of Fort Worth and DISYS. The Work Order will contain contractor skills, number of hours to be worked, total dollar amount, contract duration specific work product to be completed if applicable, and other relevant information. The Work Order document will be signed by both the City and DISYS. An Assistant City Manager who is empowered to sign contracts for the City and an officer or agent empowered to contractually bind the Consultant will execute the document. A contractor cannot commence work for the City until the contract work order has been fully signed and executed. Prior to commencement of any services, background and/or criminal history investigation of the contractor who will be providing services to the City under the contract may be performed. Should any contractor who will be providing services to the Customer under the Contract not be acceptable to the City as a result of the background and/or criminal history check, then City may immediately terminate its Work Order without penalty to the City, and/or request replacement of the contractor in question. The Contractor will coordinate with a Project Manager, senior staff or supervisory staff to provide information technology services in the Work Order of Services. 2A STAFFING PLACEMENT On occasion the City of Fort Worth may have need for the placement of permanent technology trained staff. It is anticipated that the City of Fort Worth will use a competitive process to post positions. Vendors who have an established annual agreement with the City of Fort Worth may be asked to submit one or more candidate names for the open position. The referred candidates will go through the same interview process as the non -referred candidates. DISYS Responsibilities in the referral process include but are not limited to: A. Referred candidates) has the minimum qualifications for the posted job. At a minimum, the vendor should ensure 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 the Federal Immigration and Nationality Act. Professional Services Agreement Digital Intelligence Systems Corporation Page 2 of 21 C. DISYS shall have completed a background check regarding the status of a proposed candidate. If requested, and the candidate signs a release form, the information can be provided to the City. 3.0 SUBSTITION OF CONTRACTORS) A. If City determines the Contractor does not meet the qualifications needed, has not followed applicable safety standards or for any other reason is unable to complete the assignment to the satisfaction of the City, City will direct DISYS to resolve the complaint or remove its Contractor immediately. If DISYS is unable to resolve the complaint immediately or provide a satisfactory substitute Contractor within seven (7) business days, the Work Order may be terminated without penalty to the City, and City may select another Vendor to finish the remaining work as outlined in the Work Order Solicitation. B. If a Contractor no longer provides services for DISYS, DISYS shall have up to seven (7) business days to replace the Contractor with a substitute satisfactory to the City. DISYS shall use its best efforts to provide a substitute Contractor at the same, or lower rate than that charged for the replaced Contractor's services. If the rate for the substitute Contractor is higher than the rate charged for the replaced Contractor's services and the higher rate is unacceptable to City, or if DISYS is unable to provide a satisfactory substitute Contractor within seven (7) business days, the appropriate Work Order may be terminated without penalty to the City and the City may select another Vendor to finish the remaining work. C. In the event the Contractor cancels his/her obligation without cause prior to the original termination date, City may require DISYS to provide a replacement to complete the obligations of the departing Contractor. The replacement must be approved by the City and will be provided at no charge for a time equal to seven (7) business days, not to exceed fourteen (14) business days. This gratis period is to cover the cost to the City of retraining the replacement individual on the internal City systems. D. Except when a Contractor leaves employment voluntarily, DISYS may not remove Contractor from a project without prior written consent of the City. E. DISYS is responsible for retrieving all access cards, files, and all other property and security devices that may have been issued to Contractor by the City and to deliver the items to the City from all Contractors as they transition from work on a Work Order, whether voluntarily or involuntarily. 4.0 CITY OWNERSHIP OF WORK PRODUCT DISYS acknowledges and agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made or suggested by the Contractor for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter (the "Work Product") will be and remain the exclusive property of the City. All rights, title and ownership interests, including copyright, which DISYS and all Contractors may have in any Work Product or any tangible media embodying such Work Product are hereby assigned to the City. DISYS for itself and on behalf of its Contractors waives any property interest in such work product. Professional Services Agreement Digital Intelligence Systems Corporation Page 3 of 21 5au PAYMENT/PRICING For contract work, City will pay the DISYS for actual hours worked by the Contractors) in accordance with terms and conditions of the Work Order. The City of Fort Worth will not pay the Consultant for the following hours: A. Hours worked that exceed the number of hours specified in the Work Order; f3. Hours worked prior to the Work Order start date; C. Hours worked after the Work Order end date. D. Hours worked on any day for which the City has notified Consultant in writing that the City considers that day a furlough day and/or a non -paid day for the City's regular employees. Travel, per diem, and/or living expenses will be provided by DISYS. Travel required on behalf of IT Solutions will be reimbursed only if pre -approved by IT Solutions and the customer department in writing. If approved, travel expenses reimbursement will include personal vehicle mileage, commercial transportation, hotel accommodations, parking and meals. Reimbursement will comply with the current City Regulations, Texas Mileage Guide and Texas State Travel Guide. Not -to -exceed prices are the maximum hourly rate prices a vendor may charge under the IT Staffing Services program. As individual assignments are requested the City will negotiate rates with DISYS based on worker qualifications, job scope, and other pertinent information in order to obtain the best value. Note: Pricing shown is the not -to -exceed rate (NTE--$ per hour) for the technology services listed. Professional Services Agreement Digital Intelligence Systems Corporation Page 4 of 21 EXHIBIT B PROFESSIONAL HOURLY RATES AND PERMANENT PLACEMENT COST Note: Pricing shown is the Not -To Exceed rate (NTE - $ per hour) for the technology services listed. Applications Title Level Legacy Technology Max NTE Hr Rate Core Technology Max NTE Hr Rate Emerging Technology Max NTE Hr Rate Developer Analyst Developer Analyst 1 1 48 48 58 Developer Developer Analyst 2 Developer Analyst 3 Developer 1 Developer 2 1 53 j 58 48 53 58 68 48 58 70 F77j 58 70 GIS Analyst Developer 3 11 GIS Analyst 1 GIS Analyst 2 58' 24 11 28 68 27 32 82 29 34 GIS Analyst 3 36 39 41 Software Test Analyst Software Test Analyst 1 48 48 48 r Software Test Analyst 2 Software Test Analyst 3 55 63 55 63 55 63 Technical Writer Technical Writer 1 38 38 38 Technical Writer 2 11 43il 43 43 Technical Writer 3 48 48 48 Business Analyst Business Analyst 1 48 48 48 Business Analyst 2 53 53 53 Business Analyst 3 58 58 58 Systems Analyst Systems Analyst 1 48 48 48 Systems Analyst 2 53 53 53 Systems Analyst 3 58 58 58 Professional Services Agreement Digital Intelligence Systems Corporation Page 5 of 21 Data Management Title Level Legacy Technology Core Technology Rate Emerging Technology Rate per Hour per Hour Rate per Hour Database Architect Database Architect 1 68 73 88 Database Architect 2—� 78 83 100 Database Architect 3 88 93 112 Data Warehouse Data Warehouse Architect 1 68 73 88 Architect Data Warehouse Architect 21 78 83 IL 100 Data Warehouse Architect 3 88 93 112 Database Administrator Database Administrator 1 58 63 76 Database Administrator 2 68 73 88 Database Administrator 3 78 83 100 Project Management Title Level Legacy Technology Core Technology Emerging Technology Rate per Hour Rate per Hour Rate per Hour Project Manager Project Manager 1 58 J 58 70 Project Manager 2� 68 68 82 Project Lead Project Lead 1 53 53 64 Project Lead 2 64 63 76 Professional Services Agreement Digital Intelligence Systems Corporation Page 6 of 21 Communication / Networking Legacy Core Emerging Title Level Technology Rate per Technology Rate per Technology _Hour Hour Rate per Hour Network Engineer Network Engineer 73 73 F3 Network Administrator Network Administrator 1 53 I 53I 53 Network Administrator 2 58 58 58 Network Administrator 3 63 63 63 Communications Communications Consultant 48 48 48 Consultant Communications Communications Technician 1 43 43 43 Technician Communications Technician 2 53 53 53 Communications Technician 3 I 48 48� 48 Help Desk /.Technical Support Legacy Core Emerging Title Level Technology Technology Technology Rate per Rate per Rate per Hour Hour Hour [ Help Desk Help Desk Technician 24 24 24 Help Desk Technician 2 28 28 28 Help Desk Technician 3 32 32 32 Technical Support Technical Support 1 24 24 24 [Technical Support 2 28 28 28 Technical Support 3 32 32 32 Professional Services Agreement Digital Intelligence Systems Corporation Page 7 of 21 Administrative Support Title Level Not To Exceed Rate per Hour Administrative Support Administrative Technician 28 Administrative Assistant 24 Financial Analyst Financial Analyst Sr. Financial Analyst 35 50 Temporary to Full Time Placement Cost DISYS will provide the City of Fort Worth with a Direct Hire Service Offering in which a fee of 38% of the candidate's annual salary will be invoiced to the City. Professional Services Agreement Digital Intelligence Systems Corporation Page 8 of 21 EXHIBIT C NONDISCLOSURE AGREEMENT THIS AGREEMENT is entered into and effective as of the I -I day of November, 2009 ("Effective Date") between CITY OF FORT WORTH ("CITY") a home rule municipal corporation organized under the laws of the state of Texas, and Digital Intelligence Systems Corporation (DISYS) ("Company"), a Virginia Corporation, collectively referred to as the "parties" and individually as a "party." For purposes of this Agreement, the term City shall include all employees, agents, officials, and representatives, and the term Company shall include all employees, agents, officials, representatives, contractors, subcontractors, parent and subsidiary companies. 1. City and Company intend to disclose to each other information, which may include confidential information, for the purpose of providing staffing augmentation services. The term "Confidential Information" will mean any information or data which is disclosed by a party to the other party under or in contemplation of the stated purpose and which (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, or (b) if oral or visual, is identified as proprietary, confidential or private at the time of disclosure. Confidential Information may be either the property of the disclosing party or information provided by a corporate affiliate of the disclosing party or a third party. Disclosures under this Agreement may be made from the Effective Date of this Agreement until termination of the Professional Services Agreement to which this Exhibit is attached, unless extended in a writing signed by both parties. 2. For all Confidential Information, the recipient will: (a) use the Confidential Information only for the stated purpose; (b) restrict disclosure of the Confidential Information solely to those employees, consultants or agents of such party with a "need to know" and not disclose it to third parties without the prior written consent of the disclosing party; (c) advise those employees, consultants or agents who gain access to Confidential Information of their obligations regarding the Confidential Information; (d) make only the number of copies of the Confidential Information necessary to disseminate the information to those employees who are entitled to have access to it, and ensure that all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies; and (e) safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private information; (f) notify disclosing party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by recipient, its employees, consultants or agents and will cooperate with disclosing party in every reasonable way to help disclosing party regain possession of the Confidential Information and prevent its further unauthorized disclosure or use. For purposes of this Agreement, a "need to know" means that the employee, consultants or agents requires the Confidential Information in order to perform his or her responsibilities in connection with the stated purpose. 3. The obligations of Paragraph 2 will not apply to any Confidential Information which: (a) is or becomes available to the public through no breach of this Agreement; Professional Services Agreement Digital Intelligence Systems Corporation Page 9 of 21 (b) was previously known by the recipient without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; independently developed by the recipient without the use of Confidential Information of the disclosing party; approved for release by written authorization of the disclosing party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or (f) is required to be disclosed pursuant to applicable law, rule, regulation or court order as set forth in section 12 below. 4. If the disclosing party inadvertently fails to mark as proprietary, confidential or private information for which it desires confidential treatment, it will so inform the receiving party. The receiving party thereupon will return the unmarked information to the disclosing party and the disclosing party will substitute properly marked information. In addition, if the disclosing party, at the time of disclosure, inadvertently fails to identify as proprietary, confidential or private oral or visual information for which it desires confidential treatment, it will so inform the receiving party. The receiving party's obligations under Paragraph 2 in connection with information encompassed by this paragraph will commence upon notice from the disclosing party of the failure to properly mark or identify the Confidential Information, 5. Each party acknowledges its obligation to control access to and/or exportation of technical data under the applicable export laws and regulations of the United States, and each party agrees to adhere to and comply with the laws and regulations governing any technical data received under this Agreement. 6. Confidential Information, including permitted copies, will be deemed the property of the disclosing party. The receiving party, will, wn ten (10) calendar days of a written request by the disclosing party, return all Confidential Information, including all copies, to the disclosing party or, if so directed by the disclosing party, destroy all such Confidential Information. The receiving party will also, within ten (10) calendar days of a written request by the disclosing party, certify in writing that it has satisfied its obligations under this Paragraph 6. The receiving parry's obligations under Section 2 will expire two (2) years after return or destruction of the disclosing parry's Confidential Information. 7. Both parties agree that an impending or existing violation of any provision of this Agreement would cause the disclosing party irreparable injury for which it would have no adequate remedy at law, and that the disclosing party will be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. 8. Nothing contained in this Agreement or in any discussions undertaken or disclosures regarding the stated purpose will be deemed a commitment to engage in any business relationship, contract or dealing with the other party. The parties acknowledge that in the event that they develop, market and sell similar products and services nothing contained herein is intended to limit a party's activities or dealings except as expressly provided herein with respect to the disclosing party's Confidential Information. 9. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement. 10. The term of this Agreement shall commence on the Effective Date and shall continue until expiration of the confidentiality period stated in Section 6. Professional Services Agreement Digital Intelligence Systems Corporation Page 10 of 21 11. This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in violation of this Paragraph will be void. This Agreement will be binding upon the parties and their respective successors and assigns. 12. The provisions of this Agreement shall not prohibit a disclosure required by law or any court of competent jurisdiction or any investigation of a governmental or regulatory body which is lawfully entitled to require any such disclosure; provided that prior to such disclosure the receiving party shall promptly notify the disclosing party of such requirement so that the disclosing party may contest such disclosure and otherwise protect its interests in the timing and content of such disclosure. The receiving party will exercise reasonable efforts to help disclosing party obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If a protective order or other remedy is not obtained, the receiving party will furnish only that portion of the Confidential Information that the receiving party is legally required to disclose. 13. If any provision of this Agreement will be held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect. 14. If either party employs attorneys to enforce any rights arising out of this Agreement, each party will be responsible for the payment of its own attorneys fees. 15. Each party warrants that it has the authority to enter into this Agreement and to lawfully make the disclosures contemplated hereunder. 16. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings. The provisions of this Agreement may not be modified, amended or waived, except by a written instrument duly executed by both parties. 17. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means (for example, photocopy, facsimile or printed image) shall in all respects be considered an original. Professional Services Agreement Digital Intelligence Systems Corporation Page 11 of 21 EXHIBIT D NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Digital Intelligence Systems Corporation (DISYS), ("Contractor"). 1. The Network.MMMM 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 staff augmentation services. In order to provide the necessary support, Contractor needs access to city's network and 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 staff augmentation services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation DJ (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. 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. 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 Professional Services Agreement Digital Intelligence Systems Corporation Page 12 of 21 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. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'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 NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, 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. Contractor further 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, 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 Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, 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 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. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, Professional Services Agreement Digital Intelligence Systems Corporation Page 13 of 21 agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network, 12. Amendments. 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 Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. 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 on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conons set forth herein. ACCEPTED AND AGREED: CITY OF WORTH: Karen L. Montgomery U O Assistant Cit M a er Date: !/ ATTEST: By: Marty Hendrix City Secretary APPROVED FORM AND LEGALITY: Assistant City }attorney M & C: none required Professional Services Agreement Digital Intelligence Systems Corporation Page 14 of 21 Digital Intel��'gei�e Sysf�r�is Corporation (DISYS) By: 0 Name: M@ Title: Pres Date: Nov Name: Kelly Merritt Title: Contracts Manager M&C Review City Council Agenda FOR]'N 'T0RTII 17�iC CODE: COUNCIL ACTION: Approved on 10PM2009 10/27/2009 REFERENCE NO.: C TYPE: C-23876 NON -CONSENT PUBLIC HEARING: 04STAFFING SERVICES NO SUBJECT: Authorize a Professional Services Agreement for Technology Staffing and Placement Services with Digital Intelligence Systems Corporation, Hudson Highland Group, Inc., Matrix Resources, Inc., and Sentari Technologies, Inc,, for the Information Technology Solutions Department at an Annual Expenditure of Up to $968,725.00 1:7���7►'iI►'iI�:I�T1i�C�T:A It is recommended that the City Council authorize the City Manager to execute Professional Services Agreements for technology staffing and placement services with Digital Intelligence Systems Corporation, Hudson Highland Group, Inc,, Matrix Resources, Inc., and Sentari Technologies, Inc., for the Information Technology Solutions Department at an annual expenditure of up to $968,725.00. r The purpose of these service agreements is to allow the Information Technology Solutions Department (ITS) to have agreements in place for staff augmentation to assist in the development and implementation of technology projects and services in the City. These projects would include but not be limited to: 1) assistance in the installation and implementation of software packages; 2) assistance for short-term resolution of problems, such as staffing shortages for technology related projects; and 3) staffing placement in City departments such as ITS, Financial Management Systems, Municipal Court and Code Compliance. On May 14, 2009, proposals were received in response to the ITS staffing services Request for Proposal (RFP) No. 08-0335. ITS staff evaluated the proposals and recommends that the requested staff augmentation be awarded to Digital Intelligence Systems Corporation, Hudson Highland Group, Inc., Matrix Resources, Inc., and Sentari Technologies, Inc. Digital Intelligence Systems Corporation, Hudson Highland Group, Inc., are the two new companies selected from the recent RFP. Matrix Resources, Inc., and Sentari Technologies, Inc., have already been providing contractors to the City the past three years. There are currently 13 contractors from Matrix and Sentari, (for projects in ITS and Financial Management Systems and vacancy backfills) with the City. The areas in which the contractors are working include Applications, Desktop, Help Desk, Business Analysis and Planning, Project Management, ITS Operations and Business Coordination. The Fiscal Year 2009 expenditures for these two vendors total $948,721.00. If the current on board contractors stay with the City for all of Fiscal Year 2010 then the projected expenditures would be $1,660,672.00. To help manage expenditures, this request is for $968,725,00 which is expected to take us through May 2010 at which time we will come back to City Council for additional authorization. BID ADVERTISEMENT —The RFP was advertised in the Fort Worth Star Telegram on April 8, 2009 and April 15, 2009. The City received 37 proposals. For each staff augmentation or project request, the four recommended vendors will be provided a City Requirements Statement and given the opportunity to reply to the specific request by providing a Statement of Work or candidate referrals. The vendor which provides the most effective and feasible Statement of Work will be selected. ITS will work with both the customer department and the Budget Department to ensure that adequate funds are budgeted for all projects utilizing these services. Vendors were also asked to submit responses for the cost of placing employees for ITS Department's vacant positions. Use of this http://apps.cfwnetorg/council packet/mc_review.asp?ID=12277&councildate=l0/27/2009 (1 of 2) [10/28/2009 7:59:01 AM] M&C Review portion of the agreements will be limited to placements where normal recruiting efforts may yield few qualified applicants and filling the vacancy is mission critical. The vendors were informed that no guarantee is made for the amount of service that may be purchased under this agreement. M/WBE — The vendors are in compliance with the City's MWBE Ordinance by committing 10 percent M/WBE participation. The City's goal on this project is 10 percent. RENEWAL OPTIONS — These agreements may be renewed up to three successive one year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made for each agreement by the City Manager for an amount up to $25,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the participating departments. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Mai Tran (8858) ATTACHMENTS http:/Japps.cfwnet.org/council packet/mc_review.asp?I0=12277&councildate=l0/27J2009 (Z of 2) [1OJ28/2009 7:59:01 AM]