HomeMy WebLinkAboutContract 55409 CSC No.55409
FORT NORTH
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 Apex Systems, LLC, a
Virginia 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-4541
("Cooperative Contract");
3. Schedule C—DIR-CPO-4541 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.
This is a non-exclusive Agreement as stated by City M&C No. 21-0084. Services will be
provided by Vendor based on the City's staffing needs and the availability of qualified Vendor
resources. No specific contract amount in guaranteed. The maximum amount to be paid to the
Vendor for all services performed hereunder shall not exceed $2,100,000.00. Invoices will be
paid by the City based solely on the hourly rates as set forth in Schedule "C", ITSAC Not to
Exceed Rates. All compensation is inclusive all work orders and expenses.
The City shall pay Vendor per terms of individual executed work orders in accordance
with the provisions of this Agreement and Schedule "C," which is attached hereto and
incorporated for all purpose herein. Each work order shall set fort the name of the Vendor
personnel to provide the services, the specific project to which the personnel will be assigned,
the specific service to be provided by the personnel, the start and end date of the work to be
performed, the hourly rate or salary of the personnel; and the other regulations as agreed to by
the parties that may apply to the specific personnel. In no event shall the City be liable for any
overtime rates or overtime pay for Vendor personnel, regardless of the number of hours worked
by Vendor personnel. Vendor shall be solely responsible for any required overtime pay for its
personnel.
Vendor shall not perform any additional services for the City not specific by this
Agreement unless the City requests and approves in writing the additional costs for such
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT.WORTH,TX
services. The City shall not be liable for any additional expenses of Consultant no specified by
this Agreement unless the City first approves such expenses in writing.
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, 2022 (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 (1)
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.
(signature page follows)
Cooperative Purchase Page 2 of 20
Executed effective as of the date signed by the Assistant City Manager below.
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
YaCe�cs-Wa�dutatz administration of this contract, including
By: ✓aierie Washington(Mar 12,2tdl14:06 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Mar 12, 2021
By: Cynthi yree(Mar4,202110:47 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 YZt plf
Ao�QORT�a By: JB Strong(Mar 11, 02116:56 CST)
o°°°°°°°°°°dad
Attest: o °c�� Name: John B. Strong
�o °�.�
o �d Title: Assistant City Attorney
on o=�
° °
�aa� T°°°°°°°°°°°ay Contract Authorization:
By: a1�nExpSapa M&C: 21-0084
Name: Mary J. Kayser Approval Date: 2/2/2021
Title: City Secretary 1295 Form: 2020-684356
VENDOR:
Apex Systems, LLC.
Digitally signed by Eric Sholl
Eric S h o l l U5n—EricSholl,o=Apex Systems,LLC,
ou,email=esholl@apexsystems.com,
By: Date:2021.03.04 09:22:45-07'00'
Name: Eric Sholl
Title: Associate Industry Director I Principal
Date: March 4, 2021 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Cooperative Purchase Page 3 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
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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
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. 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. 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.
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 acts and omissions of its officers, agents, servants, employees, contractors
Cooperative Purchase Page 5 of 20
and subcontractors. 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. 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), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
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 (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS,
AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C
each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks,
service marks,trade secrets, or any intellectual property rights or other third party
proprietary rights,in the performance of services under this Agreement.
5.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent,copyright,trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the City's continued use of the
Deliverable(s)hereunder.
5.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
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and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s).So long as 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.
6. Assignment and Subcontracting.
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. The Vendor shall provide the City with a
fully executed copy of any such subcontract.
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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.
7.1.1.3. Defense costs shall be outside the limits of liability.
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. Defense
costs shall be outside the limits of liability.
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;
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7.1.5.3.4. Fraud, Dishonest or Intentional 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;
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. 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 reasonably requested by
City.
7.2. General Insurance Requirements:
7.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
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
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.
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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 Apex Systems,LLC.
Attn: Assistant City Manager Attn: Legal Notices
200 Texas Street 4400 Cox Rd., Suite 200
Fort Worth TX 76102 Glen Allen,VA 23060
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
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.
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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 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 re-perform the services,
up to a maximum of the equivalent of forty (40) billable hours, in a manner that conforms with the
warranty,or(b)refund the fees paid by the City to Vendor for the nonconforming services.
23. Network Access.
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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") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of
Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under this Agreement, 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
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
Cooperative Purchase Page 12 of 20
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 meets the definition of Computer Technician
as defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, 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.
Cooperative Purchase Page 13 of 20
Schedule B
Cooperative Contract
Texas Department of Information Resources
DIR-CPO-4541
Initial Term: October 1,2020 through August 31,2022 with two(2)optional one-year renewals
https:Hdir.texas.govNiew-Search/Contracts-Detail.aapx?contractnumber=DIR-CPO-
4541&keyword=apex%20systems
.A p. .
DIR
Skip to Content All Contracts&Services Resources information
LIn
exas Department of
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apex systems •
Home 1 All Contracts&Services 1 Contract Detail
Apex Systems, LLC
Vendor ID 1541773546900 DIR Contract Number DIR-CPO-4541
URL VendorWebsite Contract Term End 9/3112022
HUB Type Non HUB Date
Contract Exp Date 913112024
Contact Apex Systems,LLC Contact DIR
Contact Eric Sholl Contact Try Limon
Phone (303)322-2599 Phone +1 51 247 54591
Fax (512),S79-6096 Fax (512)475-4759
Contract Overview
Apex Systems,LLC.,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 5.001r 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-4541
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 description
of 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
Cooperative Purchase Page 18 of 20
City under this agreement of the following City requirements and restrictions regarding access to
the City's Network:
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. 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. 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
ypl�-yea"�Vyv administration of this contract, including
By. Ialerie Washington(Mar 12,2 114:06 CST) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Mar 12, 2021
By: Cynthi yree(Mar 4,202110:47 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 t Q`j
ba�FOR��� By: JB Strong(Mar 11 02116:56CST)
Attest: ��o° °°�o�d� Name: John B. Strong
a�c ��•Id0d Title: Assistant City Attorney o °=
°
° a
M�� U °°°°°°°° a Contract Authorization:
By: �ZnEXASo M&C: 21-0084
Name: Mary J. Kayser Approval Date: 2/2/2021
Title: City Secretary 1295 Form: 2020-684356
VENDOR:
Apex Systems, LLC.
Digitally signed by Eric Sholl
Eric S h o l l USn—US
Systems,LLC.,
ou,email=esholl@apexsystems.com,
By: Date:2021.03.04 09:23:57-07'W
Name: Eric Sholl
Title: Associate Industry Director I Principal
Date: March 4, 2021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Cooperative Purchase PageTF57M
2/12/2021 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORTII
DATE: 2/2/2021 REFERENCE **M&C 21- LOG NAME: 13P STAFF AUGMENTATION ITS AND
NO.: 0084 WATER ADK
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (ALL)Authorize the Execution of Agreements with SRB Systems Inc., Luna Data
Solutions, Inc., Insight Global LLC, TEKsystems, Inc., GTS Technology Solutions, Inc.,
and Apex Systems, LLC for Staff Augmentation Services in the Annual Amount of
$2,550,000.00 Using Various Cooperatives and Ratify Expenditures in the Amount of
$100,000.00 for the Information Technology Solutions and Water Departments
RECOMMENDATION:
It is recommended that the City Council authorize the execution of agreements with SRB Systems
Inc., Luna Data Solutions, Inc., Insight Global LLC, TEKsystems, Inc., GTS Technology Solutions,
Inc., and Apex Systems, LLC for staff augmentation services in the annual amount of$2,550,000.00
using various cooperatives and ratify expenditures in the amount of$100,000.00 for the Information
Technology Solutions and Water Departments.
DISCUSSION:
On November 1, 2016, City Council approved Mayor and Council Communication (M&C) C-27983,
authorizing the execution of Professional Service Agreements (Agreements)with staff augmentation
vendors in the annual amount of$2,100,000.00. M&Cs C-28636 and C-28999 were subsequently
executed to add additional vendors, increasing the opportunity of receiving competitive pricing. The
annual spending authority was increased by$300,000.00 in June of 2020 via M&C 20-0410 for a total
annual amount of$2,400,000.00 to support the implementation of the Water Department's MyH2O
initiative.
The purpose of these Agreements is to add staff augmentation vendors for the Information Technology
Solutions (ITS) and Water Departments to have Agreements in place to assist in the development and
implementation of technology projects and to use as temporary backfills for staffing vacancies. When
augmentation services are needed, individual recruitments are sent to each vendor to ensure that the
City receives competitive pricing and qualified candidates.
Upon approval of this M&C, the funds will be distributed between the ITS and Water Departments as
follows:
Information Technology Solutions $2,100,000.00
Water $450,000.00
The previously utilized DIR cooperative contracts have expired and the vendors have been awarded
new contracts. This action seeks to replace the existing M&Cs to allow for continued services. The
following cooperative contracts will be utilized for the respective vendors:
Vendor Contract No. Contract Expiration
Insight Global GS-35F-0247Y March 19, 2022
SRB Systems, Inc. DIR-CPO-4589 August 31, 2024
Luna Data Solutions, Inc. DIR-CPO-4582 August 31, 2024
TEKSystems, Inc. DIR-CPO-4638 August 31, 2024
GTS Technology Solutions, Inc. DIR-CPO-4526 August 31, 2024
Apex Systems, LLC DIR-CPO-4521 August 31, 2024
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2/12/2021 M&C Review
It is requested that City Council ratify expenditures in the amount of$100,000.00. In anticipation of a
new M&C, ITS staff executed a contract with TekSystems, Inc. in the amount of$100,000.00. A
contractor, engaged through TekSystems under their previous DIR cooperative contract, has been
assigned to high priority tasks for the Human Capital Management(HCM) system payroll task
initiative. To ensure that the progress of the project was not impacted, the contract was executed to
allow for continued services.
In order for these Agreements to align with the City's fiscal year, adoption of this Mayor and Council
Communication (M&C)technically authorizes (i) a series of Purchase Agreements, each of which will
align to the terms of the respective cooperative contract to ensure legal authority exists for the
contract, and (ii) an annual spend amount, future years of which would be subject to City Council
appropriation.
In the event that a cooperative contract is not renewed, staff would cease purchasing at the end of
the last Purchase Agreement coinciding with the valid cooperative contract. If the City Council were to
not appropriate funds for a future year, staff would stop making purchases when the last appropriation
expires, regardless of whether the then-current Purchase Agreement has expired. The City initially
use these cooperative contracts to make purchases authorized by this M&C. The cooperative
contracts expire on various dates. If a cooperative contract is extended, this M&C authorizes the City
to purchase similar services under the extended contracts. If a cooperative contract is not extended,
but a new cooperative contract is executed with the respective vendor with substantially similar terms
as the previous cooperative contract, this M&C authorizes the City to purchase the services under the
new cooperative contract.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under
a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek
competitive bids for the purchase of the item. The contract was competitively bid to increase and
simplify the purchasing power of government entities across the State of Texas.
M/WBE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval, the initial term of these Agreements shall
commence upon final execution of the Professional Services Agreements and expire in accordance
with the terms and conditions of the respective cooperative agreement. The Agreements may be
renewed up to five (5) additional one-year terms.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating and capital budgets,
as previously appropriated, in the participating departments' Operating Funds to support the approval
of the above recommendations and execution of the contracts. Prior to any expenditure being
incurred, the participating departments have the responsibility to validate the availability of funds.
BQN\\
TO
Fund I Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM _
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Valerie Washington (6192)
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2/12/2021 M&C Review
Originating
inatin9 Department artment Head: Kevin Gunn (2015)
— — Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
Ashley Kadva (2047)
ATTACHMENTS
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