HomeMy WebLinkAboutContract 55468CSC No. 55468
FoRT Wo�TH
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 Insight Global, LLC a
Delaware Limited Liability Company ("Vendor") to purchase professional consulting services for
the purpose of staff augmentation, permanent placements, and specific contractor proj ect duties as
defined by the City for technology related 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— General Services Administration Contract Number GS-35F-0247Y
("Cooperative Contract");
3. Schedule C— Statement of Work; and
4. Schedule D— Conflict of Interest Questionnaire.
5. Schedule E— 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 and
the Cooperative Contract, then the Fort Worth Agreement shall control, 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 four hundred fifty thousand dollars ($450,000.00) 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 on March 18, 2022 (the
Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement
or otherwise extended by the parties.
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
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
a��� „
By. �,r
Name: Dana Burghdoff
Title: Assistant City Manager
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Date: M a r 26, 2021
Approval Recommended:
B �'��- .�
Y•
Name: Christopher Harder
Title: Director, Water Department
Attest:
By' G�2 ,fd.��.� �b.v�
Name: Mary Kayser
Title: City Secretary
VENDOR:
9Sem�o Q Co���c, �.
By: � �.�..
Name: Homer Garza
Title: IT Manager
Approved as to Form and Legality:
By. < <<<t't�o�
Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
M&C: zi-ooa4
Insight Global, LLC
By. ��
Name: Chad Wade
Title: Senior Account Manager
Date: M a r 25, 2021
Cooperative Purchase
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
SCHEDULE A
1. PUBLIC INFORMATION.
Any information submitted to the City of Fort Worth (the "City") may be requested by a member
of the public under the Texas Public Information Act. See TEX. GOV'T CODE ANN. §§ 552.002,
552128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the
Seller listed in the request will be notified and given an opportuniry to make arguments to the Texas
Attorney General's Office (the "AG") regarding reasons the Seller believes that its information may not
lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes,
Seller's information will be released without penalty to the City.
2. TERM.
This Agreement shall begin upon final approval ("Effective Date") and shall expire on March 18,
2022 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term").
3. COMPENSATION.
City shall pay Seller in accordance with the fee schedule of Seller personnel who perform services
under this Agreement in accordance with the provisions of this Agreement and the Cooperative
Contract. Total payment made under this Agreement for the first year by City shall be in the amount of
four hundred fifty thousand dollars ($450,000.00). Seller shall not perform any additional services or bill
for expenses incurred for City not specified by this Agreement unless City requests and approves in writing
the additional costs for such services. City shall not be liable for any additional expenses of Seller not
specified by this Agreement unless City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice. City or Seller may terminate this Agreement at any time and for any reason
by providing the other party with 30 days' written notice of termination.
4.2 Non-a�propriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Seller 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 City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obli�ations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Seller for services actually rendered up to the effective date of
termination and Seller shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Seller shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Seller has received access to City Information or data as a requirement
to perform seroices hereunder, Seller shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
51 Disclosure of Conflicts. Seller hereby warrants to City that Seller has made full disclosure
in writing of any existing or potential conflicts of interest related to Seller's services under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, Seller hereby
agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Seller, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Seller 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. Seller shall notify City immediately if the security or integriry of any City Information has been
compromised or is believed to have been compromised, in which event, Seller shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Seller agrees that City shall, until the expiration of three (3) years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and the
right to examine at reasonable times any directly pertinent books, documents, papers and records, including,
but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no
additional cost to City. Seller agrees that City shall have access during normal working hours to all
necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Seller shall operate as an independent contractor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subj ect to and in accordance with the conditions and provisions of this Agreement, Seller
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, consultants and subcontractors. Seller
acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents,
servants and employees, and Seller, its officers, agents, employees, servants, and subcontractors. Seller
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Seller. It is further understood that Ciry shall in no way be considered a Co-employer or
a Joint employer of Seller or any officers, agents, servants, employees or subcontractor of Seller. Neither
Seller, nor any officers, agents, servants, employees or subcontractor of Seller shall be entitled to any
employment benefits from City. Seller 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 subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - SELLER 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 SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESSAND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TD THE
EXTENT CALISED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTYINDEMNIFICATION— Seller agrees to defend, settle,
or pay, at its own cost and e�pense, any claim or action against City for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from City's use of the software
and/or documentation in accordance with this Agreement, it being understood that this agreement
to defend, settle or pay shall not apply if City modi£es or misuses the software and/or
documentation. So long as Seller bears the cost and expense of payment for claims or actions against
City pursuant to this section, Seller 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 City's interest, and City agrees to cooperate with
Seller 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 City for infringement arising under this
Agreement, 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,
Seller shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Seller timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Seller's duty to indemnify City under this Agreement. If the software
and/or documentation 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,
Seller shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software andlor documentation; or (b) modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Seller terminate this Agreement, and refund all amounts paid
to Seller by City, subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assi�nment. Seller shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment, the
assignee shall execute a written agreement with City and Seller under which the assignee agrees to be bound
by the duties and obligations of Seller under this Agreement. Seller and Assignee shall be jointly liable for
all obligations of Seller under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Seller shall execute a written
agreement with Seller referencing this Agreement under which sub Seller shall agree to be bound by the
duties and obligations of Seller under this Agreement as such duties and obligations may apply. Seller shall
provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Seller shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Covera�e and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liabiliry:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance sha11 be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name 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.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to 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, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
( fl Certificates of Insurance evidencing that Seller has obtained all required insurance
shall be delivered to the City prior to Seller proceeding with any work pursuant to
this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Seller agrees that in the performance of its obligations hereunder, it shall comply with all applicable
federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection
with this Agreement will also comply with all applicable federal, state and locallaws, ordinances, rules and
regulations. If Ciry notifies Seller of any violation of such laws, ordinances, rules or regulations, Seller shall
immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Seller, for itself, its personal representatives, assigns, subSellers and successors in interest, as part
of the consideration herein, agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBSELLERSS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, seroants 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 CITY:
City of Fort Worth
Attn: Dana Burghdoff, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
To SELLER:
Insight Global, LLC
Attn: David Lowance
General Counsel
4170 Ashford Dunwoody Road, Suite 220
Atlanta, Georgia 30319
With copy to Fort Worth City Attorney's Office at same
address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Seller shall, during the term of this Agreement and additionally for a period of one
year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Seller 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 City's or Seller's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validiry,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Seller shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Seller, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Seller warrants that its services will be of a high 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 Seller's option, Seller shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or
(b) refund the fees paid by City to Seller for the nonconforming seroices.
26. IMMIGRATION NATIONALITY ACT.
Seller shall verify the identity and employment eligibility of its employees who perform work under
this Agreement, including completing the Employment Eligibiliry Verification Form (I-9). Upon request
by City, Seller shall provide City with copies of all I-9 forms and supporting eligibility documentation for
each employee who performs work under this Agreement. Seller 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 Seller
employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Seller, shall have the
right to immediately terminate this Agreement for violations of this provision by Seller.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Wark Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Seller
hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all
copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights
therein, that City may have or obtain, without further consideration, free from any claim, lien for balance
due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto,
may be executed by any authorized representative of Seller whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Seller shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Seller or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the 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 contract, Seller certifies
that Seller's signature provides written verification to the City that Seller: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract.
SCHEDULE B
GSA CONTRACT GS-35F-0247Y
https://www.gsaadvanta�e.gov/ref text/GS35F0247Y/OVRRG3.3RI4EU GS-35F-
0247Y INSIGHTGLOBALGSAFSSAUTHORIZEDPRICELIST.PDF
SCHEDULE C
STATEMENT OF WORK
Requirements Statement of Work and Contractor Response
On an as needed basis, the City of Fort Worth wi!! provide a Requirements Statement of Work ("RSOW")
for a response from Contractor. Contractor must submit a response in the manner and timeframe as deter-
mined and set forth in the Requirements SOW.
1. Staff Au4mentation:
For staff augmentation, the City�will provide an RSOW that includes the skill set required for the Contractor
employee(s) needed and an estimated length of time the Contractor employee(s) are needed. The RSOW
will be divided into at least three sections or exhibits. The first section will identify at a minimum, the billing
rate for standard workweek and an overtime bil{ing rate (if applicable). The second section will include the
expected qualifications of the Contractor employee(s) and the expected results of the work to be performed.
The last section or exhibit will be the latest version of the City of Fort Worth job description that best de-
scribes the duties and qualifications and fits the need for the requested Contractor employee(s). There will
also be a section for authorized signatures by both the Contractor and the City.
2. Proiects needed by the City of Fort Worth:
When the City needs Contractor employee(s) to assist with an identified project, the City will provide an
RSOW to the Contractor outlining the City's needs for the specific project. Elements of the RSOW include
but are not limited to:
(a) Scope
(b) Out of Scope
(c) Customer Objectives
(d) Customer requested dates for project to be fully implemented in test and/or production
(e) City of Fort Worth point of contact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
(j) Technical Requirements
(k) Capacity Planning
(I) lmpact Assessment
(m) Issues
(n) Reporting Requirements
(o) Deadline for Contractor Response
As a part of the Contract Response, the Contractor will be expected to address the issues as outlined in
the RSOW. To accomplish the objectives in the RSOW the Contractor will indicate, at a minimum, the skill
sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the Contractor
employee(s) who meet the requirements set out in the City's RSOW. A resume shall be included for each
Contractor employee named. . The Contract's response should be in the form of a work order that includes
a place for signatures of an authorized representative from both the ConUactor and the City.
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3. Permanent Placements:
If the City is seeking referrals for a permanent placement, the Contractor may submit candidates for con-
sideration to be hired. If the City hires an individual refe�red by the Contractor, then the City will pay a
percentage of the annual salary (see Exhibit B) for either a person who has not previously contracted work
for the City within the previous six (6) months
Contractor responsibilities in the referral process include but are not limited to:
A. Ensure that the referred candidate(s) has the minimum qualifications for the posted job. At
a minimum, the Contractor should ensure that the last ten years of work history is provided.
B. Ensure that the referred candidate(s) has the legal right to woric in the lJnited States in
accordance with Section 29 of this Agreement.
1. Contractor will provide the following information for each Contractor employee
working on-site in City faciiities or off site on any City equipment:
a. Candidate Information
i. Full legal name
ii. Date of Birth
iii. Driver's license number and state of issue
iv. Proof of negative drug test
4. Local Candidates:
For each response to a City of Fort Worth RSOW Contractor will make a good faith effort to ensure that
qualified residents of the City of Fort Worth are included as part of the recruitment process for a Statement
of Work or Candidate Referral process. A qualified resident is defined as a person(s) meeting the minimum
job qualifications as requested by the City in its RSOW and living inside the Fort Worth city limits at the time
of the request.
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SCHEDULE D
CONFLICT OF INTEREST �UEST#ONNAIRE FORM CIQ
For �endor doi�g business with lacal governmental er�tity
Thle questionn�iro re0acta ehanqe■ m�de tp !he law by F4,B. 23, B4th l.ap., Reyutar 5aerlon. ��G� �� ��'Y
This quesiionnalre is beinq filed in accardar�ce with Chapter 176, f.c�cfll Governmertt Cade, by e ven�r who p8�� �ew�
has a business relationehip as definecf by Section 17S DOi(1-a) wifh e loc�i povemmental entlry end the
verxfor meets requlremartts e�r�der Secqon ti8 046(a).
By law ihis quesbonnaire inust be filed with the records esim6nlsUator of the loca! govemmental msiliy not tater
than the 7th business day eftar the date the vandor becomes aware ollacts tt�at raquire Et�e st�tement ta be
filed. See 5ection 176.006(a-1), Local Govemmant Code.
R vendor commits an ottense ET ihe vendor knowkngly vfo{ates Section 1 IS 006, Local Govemment Code. M
nlfiensa undar lh3s section is a misdamearror.
i Nar�e at v�ndor who has a businesa relatinnship w�[h local govemmental entHy.
���✓l� `• ��:1- � � �._�
�
❑ Chcck this box H you are f€ting bn updete to � prevlouaty tlled quesllannaire. (The law requirss that you fi[e an �pdated
completeci questionnaire with the �ppropriake filing authority not later ihan the 7th buskness day after ihe date on whi�h
you bacarrte aware tha[ the priginally fil�d questionnaire was fnComplet� or maccurate.)
3 Name of local govemment o4flcer ebout whom ihe lnformation Is beirtg disciosed.
Name ot OFficer
4 Describe each employment or oiher buafness relatlonahip wfih t�e Eocal government oificer, or e tamlty member of the
atficer, es described by Section 176.003(e)(2j(A). Also descrihe any tnmEiy relatlnnship with the �ocal gov�rnment atfiaer.
Cnmplete subparts A and 8 for eaeh employment or b�sineas relailonship desaibed. Attech additionsl pa�ea tn thir Fcxm
Ci� es necessary.
A. Is the local govemment officer or a family member of the oKcer receEving or iikely to rece'Eve t�cabie irrcome,
other than investmeni income, from the vendor7
� Yss �'I�lo
8. Is the vendor receiving or likely tn �eceiva taua6ie incomp, other than invesiment income, from ar at the direc6pn
of the IoGal govarnment o�cer or a tamily member of the otf�cer AND the taxahlo income is nol receivecl From the
loeal govemmanta! entity7
� Yes � No
SCHEDULE E
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth ("City"), a home rule municipal corporation with its principal location at 200 Texas Street,
Fort Worth, Texas 76102, organized under the laws of the State of Texas and Insight Global, LLC a
Delaware limited liability company, with its principallocation at 4170 Ashford Dunwoody Road, Suite
220, Atlanta, Georgia 30319 ("Vendor").
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 professional
consulting services for the purpose of staff augmentation, permanent placements, and specific
contractor project duties. In order to provide the necessary support, Vendor needs access to the Water
Department network.
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 professional consulting services for the purpose of staff
augmentation, permanent placements, and specific contractor project duties. 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. If
this access is being granted for purposes of completing services for the City pursuant to a separate contract,
then, this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year
from the date of this Agreement ("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
. ("PSK #")
� Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. RenewaL This Agreement shall renew in accordance with the term of the Contract or PSK
#. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
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 to the Network and/or termination of this 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 Agreement. A breach by Vendor, its officers, agents, servants, employees or
Network Access Agreement (Rev. 8/28/19) Page 1 of 4
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, 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, seroants, employees and/or representatives to access the Ciry's Netwark.
7. Information Securitv. 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.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE
AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE,
HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY
CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME
ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Con�dential Information. Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. 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.
10. Ri�ht to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this
Agreement. 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 reasonable advance notice of
Network Access Agreement (Rev. 8/28/19) Page 2 of 4
intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms,
and until expiration of three (3) years after termination or expiration of the subcontract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of such subcontractor involving transactions related to the
subcontract, and further that Ciry shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
11. A�reement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assi�nment. Vendor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions
by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authoritv. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
Network Access Agreement (Rev. 8/28/19) Page 3 of 4
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
B u� s�A�v�
y, � ���
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Mar 25, 2021
Approval Recommended:
B �'1r�t��, �
y�ou ��,d �.���_ ���������.
Name: Christopher Harder
Title: Director, Water Department
Attest:
,o,�'�' FORr uaa
a �F000000000� �
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2 e a TEX ASop
B�7; -.�ao�.iiv � i � M. . , .tor�, ��nn44
Name: Mary Kayser
Title: City Secretary
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By. ���,.em.o�e,:�.
Name: Homer Garza
Title: IT Manager
Approved as to Form and Legality:
8 t oh
B�. JCS'.rore�;\qar2a, C2-14'35CD1��
Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
M&C: 21-ooa4
VENDOR:
Insight Global, LLC
By. �`�
Name: Chad Wade
Title: Senior Account Manager
Date: Mar 25, 2021
OFFICIAL RECORD
CITY SECRETARY
Network Access Agreement (Rev. 8/28/19)
FT. WORTH, TX
3/25/2021 M&C Review
CITY COUNCIL AGENDA FORT_� I�
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 DepartmenYs 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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3/25/2021
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\\
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
_ ID _ � ID Year (Chartfield 2)
Submitted for City Manager's Office by_ Jay Chapa (5804)
Valerie Washington (6192)
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3/25/2021
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
M&C Review
Kevin Gunn (2015)
Reginald Zeno (8517)
Cynthia Garcia (8525)
Ashley Kadva (2047)
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