HomeMy WebLinkAboutContract 54907 CSC No.54907
FORT WORT It
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and TEKsystems, Inc, a Maryland
Corporation ("Vendor") to purchase information technology staff augmentation services under a
cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—Texas Department of Information Resources DIR-CPO-4638
("Cooperative Contract");
3. Schedule C—DIR-CPO-4638 Appendix C, ITSAC Not to Exceed Rates("Quote");
and
4. Schedule D—Network Access Agreement
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the
Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both,
but only to the extent allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed One Hundred Thousand Dollars and 0/100 ($100,000.00)
per year.
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City (the "Effective Date") and shall expire August 31, 2021 (the
Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement
or otherwise extended by the parties. The Cooperative Contract may be renewed for three (3)one-
year renewals and the Coop Purchase will renew in accordance with the DIR Cooperative Contract,
each a"Renewal Term."
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
The parties agree that this Coop Purchase may be electronically signed. The parties agree that the
electronic signatures appearing on this document are the same as manual handwritten signatures
for the purposes of validity, enforceability and admissibility to the fullest extent of the law and
both parties hereby waive any objection to the contrary.
OFFICIAL RECORD
(signature page follows) CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 1 of 20
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
VC& administration of this contract, including
By. Valerie Washington(Nov 17,202015:37 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Nov 17, 2020
By: Cynthi yree(Nov 12,202010:57 CST)
Approval Recommended: Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
�— Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
4,d44U�n�� By: J trong(Nov 17,202014: ST)
A.so FORT4aa
Attest: ,0 od Name: ohn B. Strong
6 o4l Title: Assistant City Attorney
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U an rEXA`�q�p Contract Authorization:
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By: �n°naa49 M&C: NA
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
TEKsystems, Inc.
Nancy white
By: Nancy White(Nov 12,202011:56 EST)
Name: Nancy White
Title: Senior Contract Specialist
Date: Nov 12, 2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 2 of 20
FORT WORTH,
1. Termination.
1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
1.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will notify Vendor 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.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor 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, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event
Vendor has received access to City information or data as a requirement to perform services
hereunder, Vendor shall return all City provided data to the City in a machine readable format or
other format deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
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confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
2.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
2.4. Unauthorized Access.Where applicable and to the extent within Vendor's control,
Vendor 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.
Upon becoming aware,Vendor 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,
Vendor 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.Where Vendor does
not maintain requisite control over City Information it shall and shall cause its Vendor Personnel
to follow the policies and procedures implemented by City to protect City Information.
3. Right to Audit.
3.1. Vendor agrees that the City shall,until the expiration of three (3)years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor 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 Vendor not less than 10 days written notice of any intended
audits.
3.2. Vendor 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,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 not less than 10 days written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor 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,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the negligent acts and omissions of its officers,agents,servants,employees,contractors and
subcontractors acting in the furtherance of Staffing Services under this Agreement. Vendor acknowledges
that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants
and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors.
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Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Vendor. It is further understood that the City shall in no way be considered a
Co-employer or a Joint employer of Vendor or any officers,agents, servants, employees or subcontractors
of Vendor.Neither Vendor,nor any officers,agents,servants,employees or subcontractors of Vendor shall
be entitled to any employment benefits from the City. Vendor 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.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY - VENDOR 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), WILLFUL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN THE FURTHERANCE OF
STAFFING SERVICES UNDER THIS AGREEMENT.
5.2. INDEMNIFICATION-VENDOR 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 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
NEGLIGENT ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES IN THE FURTHERANCE OF
STAFFING SERVICES UNDER THIS AGREEMENT.
5.3. LIMITATION OF LIABILITY—UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,OR
CONSEQUENTIAL DAMAGES (INCLUDING,BUT NOT LIMITED TO,LOSS OF
PROFITS,INTEREST,EARNINGS OR USE)WHETHER ARISING IN CONTRACT,
TORT,OR OTHERWISE.
5.4. INTELLECTUAL PROPERTY INFRINGEMENT.
5.4.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished solely by Vendor 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.
5.4.2. Vendor shall be liable and responsible for any and all claims made
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against the City for infringement of any patent,copyright,trademark, service mark,
trade secret, or other intellectual property rights by the Vendor's sole 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.
5.4.3. Vendor 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 Vendor supplied: 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 Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor 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 Vendor 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,Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor 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 Vendor'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 restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor 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 Vendor,
terminate this Agreement, and refund all amounts paid to Vendor by the City,
subsequent to which termination City may seek any and all remedies available to City
under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY
THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
5.4.4. The parties hereby agree that this Section 5.4 and all of its
subsections shall not apply when Deliverables are created under the technical
direction and supervision of City.
6. Assignment and Subcontracting.
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6.1. Vendor 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 Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor 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 Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply.
6.2. MBE Goal—Intentionally Omitted
7. Insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
7.1.1.2. 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.
7.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
7.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors&Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.2. 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.
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7.1.5.3. Coverage shall include,but not be limited to,the following:
7.1.5.3.1. Failure to prevent unauthorized access;
7.1.5.3.2. Unauthorized disclosure of information;
7.1.5.3.3. Implantation of malicious code or computer
virus;
7.1.5.3.4. Negligent Acts with final adjudication language;
7.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
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 Vendor under this
Agreement except for claims that arise from Deliverables created under
the technical direction and supervision of City;
7.1.5.3.6. 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 Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this 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;
and
7.1.5.3.7. Any other insurance as mutually agreed upon by
the Parties.
7.2. General Insurance Requirements:
7.2.1. All applicable policies, with the exception of Worker's Compensation,
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.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
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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.
7.2.4. 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.
7.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor'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 Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
10. 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: TO VENDOR:
City of Fort Worth TEKSystems Inc
Attn: Assistant City Manager Attn: Chris Garman
200 Texas Street 7437 Race Road
Fort Worth TX 76102 Hanover,Maryland 21076
Facsimile: (817)392-6134
With Copy to the City Attorney
at same address
11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
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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. This
provision shall not apply to an employee who responds to a general solicitation or advertisement of
employment by either party.
12. 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.
13. No Waiver. The failure of the City or Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. Governing Law and 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.
15. 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.
16. Force Majeure. The City and Vendor 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.
17. 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.
18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
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.
19. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, 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.
21. 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. An executed Agreement, modification, amendment, or separate signature
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page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
22. Warranty of Services. Vendor 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 Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to replace the Vendor Personnel in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the
nonconforming services so long as Consultant is notified of such nonconformance within the first forty(40)
hours of the applicable Consultant Personnel's start date. In such instance City shall not be charged for the
first forty (40) hours for the applicable Consultant Personnel. This section shall not apply to positions
eliminated due to reorganization or project completion. Additionally, for Staffing Services, the signing of
a weekly timecard by an authorized City representative shall constitute acceptance of the Services provided.
23. Network Access.
23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Vendor Personnel"),requires access to the
City's computer network in order to provide the services herein,Vendor shall execute and comply
a Network Access Agreement.
23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor 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")of 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, Vendor 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.
24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services
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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 sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section,the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. 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.
27.1.3. 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.
27.1.4. 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.
27.2. Reporting Requirement. If Vendor Personnel meets the definition of Computer
Cooperative Purchase Page 12 of 20
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, and if Vendor becomes aware of
such act, Vendor 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 Vendor to
make the report required herein may result in criminal and/or civil penalties.
28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to
Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability
and Indemnification shall survive termination of this Agreement.
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Schedule B
Cooperative Contract
Texas Department of Information Resources
DIR-CPO-4638
Initial Term: October 1,2020 through August 31,2022 with two(2)optional one-year renewals
https:Hdir.texas.gov/
Opportunities
DIR
Skip to Content All Contracts&Services Resources InformatiorA
Texas Department of
Information Resources 38
Home I All Contracts&Services I Contract Detail
TEKsystems, Inc.
Vendar ID 1522010575100 DIR Contract Number DIR-CPO-4638
URL NIA Contract Term End 913112022
HUB Type Non HUB Date
Contract Exp Date 813 1 12 024
Contact TEKsystems,Inc. Contact DIR
Contact Heather Trumpfheller Contact Tracy Limon
Phone (512)913-2131 Phone *15124754581
Fax (512)913-2190 Fax (512)475-4759
Contract Overview
TEKsystems,Inc.,offers Information Technology Staff Augmentation Contract(ITSAC)services
through this contract at set not-to-exceed labor rates.Customers may competitively solicit ITSAC
services through requests for resume or statements of work(SOW).Contracts may be used by all
eligible Customers including Texas State Agencies,as defined byTGC 2054.003(13),units of Local
Government,as defined by TGC 2054.003(9),cities,counties,public school districts,municipalities,
Special Purpose Districts,Institutions of Higher Education,as defined byTEC 61.003,assistance
organizations,as defined byTGC 2175.001,Electric Reliability Council of Texas(ERCOT),Lower
Colorado River Authority(LCRA},Private Schools,as defined by TEC 5.001,Private or Independent
Institutions of Higher Education,as defined byTEC 61.003,Volunteer Fire Departments,as defined by
TTC 152.001,Public Safety Entities,as defined by 47 U.S.C.Section 1401,County hospitals,public
hospitals or hospital districts,and public entities outside Texas,as defined byTGC 2054.0565.
Resellers are not available for this ITSAC contract.
Cooperative Purchase Page 14 of 20
Schedule C
Texas DIR-CPO-4638
Appendix C, ITSAC Not To Exceed Rates
Cooperative Purchase Page 15 of 20
Appendix C ITSAC Not to Exceed Rates
Not to Exceed Rates
These rates represent the highest bill rate for each Title that a Contract Holder may propose in Response to a Customer solicitation.
NOTE:Areas shaded gray(Undefined Rows and the Specialist Level Column)are for use on Customer solicitations only.
Category Title
Open Hourly Bill
Hourly Hourly Hourly Hourly Hourly Hourly Rate
DevOps Engineer $ 36.98 $ 55.47 $ 73.95 $ 92.44 $ 121.86 $ 166.85
Systems Analyst $ 39.28 $ 58.92 $ 78.57 $ 98.21 $ 119.20 $ 144.24
Applications Architect $ 34.54 $ 51.80 $ 69.07 $ 86.34 $ 108.68 $ 149.51
Business Analyst $ 34.31 $ 51.47 $ 68.62 $ 85.78 $ 98.21 $ 127.59
Cloud Solutions Architect $ 46.47 $ 69.71 $ 92.94 $ 116.18 $ 137.36 $ 185.43
Artificial Intelbgence/Machine Learning Engineer $ 38.46 $ 57.70 $ 76.93 $ 96.16 $ 117.47 $ 142.12
Developer/Programmer Analyst $ 20.40 $ 30.60 $ 40.80 $ 63.50 $ 79.00 $ 104.50
Applications Software Enterprise Architect $ 36.56 $ 54.84 $ 73.13 $ 91.41 $ 116.79 $ 151.54
Development Enterprise Resource Planning(ERP)Business Analyst $ 25.35 $ 38.03 $ 50.70 $ 89.20 $ 102.40 $ 120.80
ERP Developer $ 29.26 $ 43.88 $ 58.51 $ 73.14 $ 114.79 $ 167.84
Mobile Applications Developer $ 36.56 $ 54.84 $ 73.13 $ 91.41 $ 115.80 $ 152.32
Technical Writer $ 18.69 $ 28.03 $ 37.37 $ 46.72 $ 73.94 $ 93.79
Digital Product Manager 1$ 40.62 $ 60.93 $ 81.24 $ 101.54 $ 137.07 $ 193.94
Software Engineer $ 28.85 $ 43.27 $ 57.70 $ 72.12 $ 101.57 $ 147.35
Software Developer $ 42.03 $ 63.05 $ 84.07 $ 105.08 $ 131.12 $ 144.24
Undefined Title:Apphcations/Software Development
Database Administrator $ 39.28 $ 58.92 $ 78.57 $ 98.21 $ 119.20 $ 144.24
Data Analyst/Report Writer $ 21.95 $ 32.92 $ 43.89 $ 54.87 $ 90.63 $ 147.25
Data Architect $ 57.69 $ 86.54 $ 115.39 $ 144.24 $ 160.00 $ 179.60
Data/Database Data Modeler $ 28.01 $ 42.01 $ 56.01 $ 70.01 $ 110.71 $ 152.32
Administration Data Scientist(Big Data Engineer) $ 34.92 $ 52.38 $ 69.84 $ 87.30 $ 112.00 $ 142.24
Business Intelligence Analyst $ 23.64 $ 35.46 $ 47.28 $ 59.11 $ 85.32 $ 121.86
Undefined Title:Data/Database Administration
Front-End Web Developer/Web Designer $ 17.16 $ 25.74 $ 34.32 $ 42.89 $ 70.00 $ 117.43
Web Developer $ 20.36 $ 30.55 $ 40.73 $ 50.91 $ 85.00 $ 123.38
Web Development Senior Web Developer $ 31.91 $ 47.87 $ 63.82 $ 79.78 $ 103.04 $ 127.40
Web Administrator $ 34.31 $ 51.47 $ 68.62 $ 85.78 $ 98.21 $ 119.20
Undefined Title:Web Developer
QA Engineer-Automated $ 24.03 $ 36.05 $ 48.06 $ 60.08 $ 77.68 $ 92.17
Quality Assurance& QA/Test Manager $ 29.61 $ 44.42 $ 59.23 $ 74.03 $ 116.31 $ 144.95
Testing QA Associate/Analyst $ 19.59 $ 29.38 $ 39.17 $ 48.96 $ 59.73 $ 75.48
Undefined Title:Quality Assurance(QA)and Testing
Network Engineer $ 23.40 $ 35.10 $ 46.80 $ 58.50 $ 86.36 $ 127.59
Wireless Network Engineer $ 21.12 1$ 31.68 $ 42.24 $ 52.80 $ 82.24 $ 145.20
Network Administrator $ 34.31 $ 51.47 $ 68.62 $ 85.78 $ 98.21 $ 119.20
Networking/ Telecommunications Manager $ 29.27 $ 43.90 $ 58.53 $ 73.16 $ 90.00 $ 122.86
Telecommunications Telecommunications Technician $ 29.97 $ 44.95 $ 59.94 $ 74.92 $ 85.78 $ 98.21
Network Operations Center(NOC)Technician $ 16.68 $ 25.02 $ 33.36 $ 41.70 $ 65.09 $ 96.52
Undefined Title:Networking/Telecommunications
Data Security Analyst $ 36.71 $ 55.07 $ 73.43 $ 91.78 $ 105.08 $ 131.12
Security Administrator $ 20.87 $ 31.31 $ 41.75 $ 52.19 $ 85.03 $ 122.69
Network Security Analyst $ 42.03 $ 63.05 $ 84.07 $ 105.08 $ 131.12 $ 158.66
Security Network Security Engineer $ 26.45 $ 39.67 $ 52.90 $ 66.12 $ 105.66 $ 123.91
Information Security Manager $ 41.89 $ 62.83 $ 83.78 $ 104.72 $ 139.62 $ 174.53
IT Auditor $ 36.71 $ 55.07 $ 73.43 $ 91.78 $ 105.08 $ 131.12
Undefined Title:Security
Project Manager $ 39.28 $ 58.92 $ 78.57 $ 98.21 $ 119.20 $ 144.24
Project Lead $ 35.35 $ 53.03 $ 70.71 $ 88.39 $ 125.96 $ 169.09
Program Manager $ 41.04 $ 61.56 $ 82.08 $ 102.60 $ 120.87 $ 163.55
Project Management Agile Scrum Master $ 27.31 $ 40.97 $ 54.62 $ 68.28 $ 109.68 $ 154.39
Agile Coach $ 30.50 $ 45.76 $ 61.01 $ 76.26 $ 121.88 $ 167.65
Undefined Title:Project Management
Page 1 of 2
ITSAC 445 Exhibit E NotToExceedRates v1.2
Intern Level 1 Intern Level 2 Intern Level 3 Level 1 Level 2 Level 3 Specialist Level
Category Titie
Open Hourly Bill
Hourly Hourly Hourly Hourly Hourly Hourly Rate
Support Technician $ 15.83 $ 23.74 $ 31.65 $ 39.56 $ 59.00 $ 92.52
Help Desk Technician $ 14.83 $ 22.25 $ 29.66 $ 37.08 $ 52.55 $ 65.75
Technical Services, Business Continuity Analyst $ 42.03 $ 63.05 $ 84.07 $ 105.08 $ 112.00 $ 119.20
Help Desk Product Support Analyst $ 18.45 $ 27.67 $ 36.90 $ 46.12 $ 70.00 $ 101.93
&Operations Site Reliability Engineer $ 30.00 $ 45.00 $ 60.00 $ 75.00 $ 85.62 $ 95.06
Instructor Trainer $ 23.33 $ 34.99 $ 46.66 $ 58.32 $ 73.18 $ 91.75
Operations
Information Technology Change Management Manager/Organizational
Service Management Change Management(OCM) $ 24.64 $ 36.97 $ 49.29 $ 61.61 $ 100.00 $ 144.08
(ITSM Operations) Process Improvement Manager $ 24.35 $ 36.53 1$ 48.701$ 60.88 $ 92.82 $ 119.55
Undefined Title:ITSM Operation
Communication Coordinators $ 15.72 $ 23.58 $ 31.43 $ 39.29 $ 45.68 $ 61.94
Customer Relationship Management(CRM) $ 19.51 $ 29.26 $ 39.02 $ 48.77 $ 64.99 $ 98.48
IT Marketing Digital Marketing Analyst $ 18.38 $ 27.58 $ 36.77 $ 45.96 $ 56.16 $ 72.63
Web Content Technician/Manager $ 17.66 $ 26.49 $ 35.32 $ 44.16 $ 85.00 $ 133.94
Undefined Title:IT Marketing
IT Contract Manager $ 28.01 $ 42.01 $ 56.02 $ 70.02 $ 82.24 $ 120.83
Information Technology IT Contract Administrator/Technician $ 22.58 $ 33.87 $ 45.16 $ 56.45 $ 64.58 $ 73.90
Contract Management IT Procurement Technician $ 26.18 $ 39.26 $ 52.35 $ 65.44 $ 74.92 $ 85.78
Undefined Title:IT Contracting and Procurement
Page 2 of 2
SCHEDULE D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the"Network").Vendor wishes to access the City's network in order to provide supplemental
staffing services. In order to provide the necessary support, Vendor needs access to the City's Network
including,but not limited to,i.e. Internet,Intranet, email,HEAT System, and INNOTAS.
2. Grant of Limited Access. Vendor 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 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 Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the,or upon termination of the Agreement,whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor 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,Vendor
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 and/or termination of this Network Access Agreement.
5. Network Restrictions.Vendor officers,agents, servants,employees or representatives may
not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
5.1. Notice to Vendor Personnel—For purposes of this section,Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifically notifying all Vendor 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:
Cooperative Purchase Page 18 of 20
5.1.1. Vendor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City's Network;
5.1.3. Vendor 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;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation D7;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor 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;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City.Upon termination of this Network Access Agreement,Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Security. Where applicable and to the extent within the scope of Staffing
Services,Vendor 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. Where Vendor is aware of a material breach, Vendor 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 Vendor-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.
Cooperative Purchase Page 19 of 20
ACCEPTED AND AGREED:
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
VC& administration of this contract, including
By. Valerie Washington(Nov 17,202015:37 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Nov 17, 2020
By: Cynthi yree(Nov 12,202010:57 CST)
Approval Recommended: Name: Cynthia Tyree
Title: Sr. IT Solutions Manager
K�� Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: Director, IT Solutions i`.�
By: etrong(Nov 17,2020 14: ST)
Attest: Name:lJohn B. Strong
Title: Assistant City Attorney
U Contract Authorization:
By: M&C: NA
Name: Mary J. Kayser
Title: City Secretary
VENDOR:
TEKsystems, Inc.
Nancy whta
By: Nancy White(Nov 12,2020 11:56 EST)
Name: Nancy White
Title: Senior Contract Specialist
Date: Nov 12, 2020
Cooperative Purchase Page 20 of 20