HomeMy WebLinkAboutContract 45120��, ; ;
_ _
t �; �,.L'. � ;� �, � �
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("AgreemenY') is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly
authorized Assistant City Manager, and Sentari Technologies, Inc, (the "Consultant" or "Contractor"), a
Texas corporation and acting by and through Mary Necessary, its duly authorized President, each
individually referred to as a"party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1.
2.
3.
4.
5.
6.
7.
This Agreement for Professional Services
Exhibit A— Statement of Work plus any amendments to the Statement of Work
Exhibit B— Professional Staffing Hourly Rates and Permanent Placement Cost
Exhibit C — Non-Disclosure Agreement
Exhibit D— Network Access Agreement
Exhibit E— Signature Verification Form
Exhibit F— DIR Contract — DIR-SDD-2385
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall controt.
The term "ConsultanY' or "Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of staff augmentation, permanent placements, and specific contractor project duties as defined
by the City for technology related services. Attached hereto and incorporated for all purposes incident
to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be
provided hereunder.
2. TERM.
This Agreement shall be effective November 6, 2013 ("Effective Date") and shall expire on
August 7, 2014 ("Initial Term"), unless terminated earlier in accordance with the provisions of this
Agreement. Following the Initial Term, this Agreement may be renewed at the option of the City for two
(2) additional terms of one year each (each a"Renewal Term"). The City shall provide Consultant with
written notice of its intent to renew at least thirty (30) days prior to the end of each term.
3. COMPENSATION.
The City shall pay Consultant per terms of individual executed work orders in accordance with
the provisions of this Agreement and Exhibit "B," Professional Staffing Hourly Rates and Permanent
Placement Costs, which is attached hereto and incorporated for all purposes herein. Each individual
work order shall be listed as Appendix B-1, Appendix B-2, Appendix B-3 and so forth, and each work
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
1
r���Eiv�� r����� � � ����
� i�ed R
���`f�,(;�I'��r;�,��, ,
14a���1� �d �;i���;ri:!i•.�i=, il�f;��t�'I�
i . � r;. --
order shall be attached and incorporated into the Agreement. Each work order shall set forth the name
of the Consultant personnel to provide the services, the specific project to which the personnel will be
assigned, the specific services to be provided by the personnel, the sta�t and end date of the work to be
performed, the hourly rate or salary of the personnel; and any other regulations as agreed to by the
parties that may apply to the specific personnel. In no event shall the City be liable for any overtime
rates or overtime pay for Consultant personnel, regardless of the number of hours worked by Consultant
personnel. Consultant shall be solely responsible for any required overtime pay for its personnel.
This is a non-exciusive Agreement, and services will be provided by Consuitant based on the
City's staffing needs and the availability of qualified Consultant resources. No specific contract amount
is guaranteed. The Fort Worth City Councii has authorized a total aggregate appropriation for staff
augmentation contracts, including this Agreement, in the amount of $3,142,630.00 annually. Invoices
will be paid by the city based solely on the hourly rafes set forth in Exhibit B. All compensation is
inclusive of all work orders and expenses.
Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing.
4. TERMINATION.
4.1. Convenience.
The City or Consultant may te�minate this Agreement at any time and for any reason by
providing the other pa�ty with 30 days' written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obliqations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to perform services hereunder,
Consultant shall retum all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
IT Professional Services Staff Augmentation Agreement Revised November 7, 2013 mbf
Sentari Technologies, Inc.
2
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consuitant has
made full disclosure in writing of any existing or potentiai conflicts of interest related to Consultant's
services under this Agreement. In the event that any confiicts of interest arise after the Effective Date of
this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Consultant, for itself and its o�cers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disctose
any such information to a third party without the prior written approvaf of the City.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way, Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event,
Consuftant shall, in good faith, use all commercially reasanable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under fhis contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
i. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for #he acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its o�cers, agents, employees, servants, contractors and subcontractors. Consultant
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Consultant. It is further understood that the City shall in no way be considered a Co-
employer or a Joint employer of Consultant or any officers, agents, servants, employees or
subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or
subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall
be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 20?3 mbf
3
E:� �1_I�T�Yi'/_1.` 171: T�7 �',T: IT3Cal� �r�7: �
. ._ � : � : .: . . - .. : .= . _ , .
:.�. _ � ..�. , �, . . � �. . . • _ • � � . •
. . � • • , • � � r �- .-. . _ _ , �. , . � �
� � : • •- • • . . . �_
� � • � • • ,. � . , . . �.
. �
. r . � • • - : • � � , � = a .
• ._ - . . . • - ; � , ..,
. � .� . ,� , . . . � . . �- , • � � •-
., _ . . � �. , . � �_ . ..�. - �• � •- �
� . � � � � • - • • � • , . ; � •
, • •-• . ;� •- . . � , - � � • • • � �
. � _ � , . � � � , � � . . �
. � _ � •- • • •. . . . �
• , � . , . ; �. ,. �
C. COPYRIGHT IIdFRiNGEMENT - Consultant agrees to defend, settie, or pay, at its own co�t and
expense, any claim or action against the City for infringement of any patent, capyright, trade
secret, oe similar property right arising from City's use of the software and/or documentation in
accordance with this agreement. Consultant shall have the sole right to conduct the defense of
any such claim or action and ail negotiations for its settlement or compromise and to settle or
compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give
Consuitant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the soflware and/or documentation or any part thereof is held to
infringe and the use thereof is enjoined or restrained or, if as a resuit of a settlement or
compromise, such use is materially adversely resteicted, Consultant shali, at its own expense and
as City's sole remedy, eithee: (a) procure fo� City the right to continue to use the soflware and/or
documen#ation; or {b) modify the sotiware and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect City's authoeized use of the
software and/or documentation; or (c) eeplace the software and/or documentation with equally
suitabie, compatible, and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or (d) if none of the foregoing aiternatives is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consultant under this ageeement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consuitant
and Assignee shall be jointly liable for ali obligations of the Consultant under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in ef#ect prior to commencement of any work pursuant
IT Professional Services StaffiAugmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
�
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b)
(c)
(d)
Automobile Liability
$1,000,000 Each occurrence on a combined singie limit basis
Coverage shali be on any vehicle used by the Consuitant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any vehicle" shall
be any vehicie owned, hired and non-owned
Worker's Compensation - Statutory limits
Technology Liability (E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall include, but not be limited to, the following:
(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(iv) Fraud, Dishonest or Intentional Acts with final adjudication language
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime
Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be
claims-made, with a retroactive or prior acts date that is on or before the effective date of this
Contract. 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 shall be
submitted to the City to evidence coverage.
10.2 General Reauirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, o�cials, 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 the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
5
Management. if the rating is below that required, written approvai of Risk Management is
required.
(e)
i�
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
Certificates of Insurance evidencing that the Consultant has obtained all required insurance shali
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
. . . , •-. . � . ,. - s �
Consultant agrees that in the performance of its obligations hereunder, it will compiy with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation.
� � _ . , ,, ,
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of ConsultanYs duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth
Attn: Susan Alanis, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile: (817) 392-8654
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Sentari Technologies, Inc.
Attn: Mary Necessary
16775 Addison Road Suite 600
Addison, TX 75Q01
Facsi m ile: 972-716-0299
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
G'7
� , . .� .
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its govemmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consu(tant to insist upon the perFormance of any term or provision of
this Agreement or to exercise any right granted herein shail not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEUR�.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
perFormance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any govemment law, o�dinance 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.
2A. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment
is set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Ageeemenfi, ineluding tHe schedule of exhibits attached hereto and any documents
IT Professional Services Stafl Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
7
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
; � ...-
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services.
26. Intentionallv Deleted
27. NETWORK ACCESS.
27.1 Citv Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the
City's computer network in order to provide the services herein, Consultant shall execute and comply with
the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all
purposes.
27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("111 System"), National Crime Information Center ("NCIC") ar
National Fingerprint File ("NFF"), 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 tor the administration of
criminal justice as defined therein on behalf of fhe City under this Agreement, Consultant shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (I-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
IT Professional Services Staff Augmentation Agreement
Sentari 7echnologies, Inc.
Revlsed November 7, 2013 mbt
:
, �- . � . - , , ,
Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
cammence 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 resoive the dispute
within forty-five (45) days of the date of receipt of notice of the dispute, then either party may immediately
issue a notice of termination for breach to the other party or, in the altemative, upon written consent of
authorized representatives of both parties, the parties may submit the matter to non-binding mediation in
Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with
the Industry Arbitration Rules of the American Arbitration Association or other applicable rules goveming
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 availabte under law regarding the dispute. Noiwithstanding the fact that the
parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process, the parties agree to continue without delay all of their respective duties and obligations under
this Agreement nat affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30. REPORTING REQUIREMENTS
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 4325 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
Computer technician means an individual who, in the course and scope of employment or business,
insialls, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware, and maintenance services.
If Consultant meets the definition of Computer Technician as defined herein, and while providing services
pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,
Consultant shall immediately report the discovery of the image to the City and to a local or state law
enforcement agency or the Cyber Tip Line a# the National Center for Missing and Exploited Children. The
report must include the name and address of the owner or person claiming a right to possession of the
computer, if known, and as permitted by law. Failure by Consultant to make the report required herein
may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY.
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
�
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in ente�ing into this Agreement or any amendment hereto.
32. TERMINATION OF PREVIOUS AGREEMENT.
Execution of this Agreement terminates City Secretary Contract ("CSC") No. 39473 as amended
and as otherwise extended (collectively the "Previous AgreemenY'). Noiwithstanding the foregoing, all
services currently being provided pursuant to the Previous Agreement as of the Effective Date of this
Agreement, shall continue in full force and effect pursuant to the terms and conditions of the individual
work orders and pursuant to this Agreement, save and except for the term.
The following work orders incorporated into the Previous Agreement shall be incorporated into
and continue under this Agreement unless and until the City provides notice to the Consultant that such
services are no longer needed, or upon termination or expiration of this Agreement:
• Appendix B-14C — Personnel assigned: Patty Lake
• Appendix B-19A — Personnel assigned: Raddara Lee
• Appendix 8-23 — Personnel assigned: John Eikerts
• Appendix 8-24 — Personnel assigned: Mark Haws
• Appendix 8-28 — Personnel assigned: Bambi Curtin
• Appendix B-30 — Personnel assigned: Scott Robbs
• Appendix 8-32 — Personnel assigned: Adam Gillihan
• Appendix 8-34 — Personnel assigned: Mark Huber
• Appendix 8-35 — Personnel assigned: Venu Yalavarthy
• Appendix B-36 — Personnel assigned: John Gearhart
• Appendix B-37 — Personnel assigned: Shawn Wiley
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
Rate:
$155.00
$90.00
$82.00
$35.00
$35.00
$78.00
$29.00
$$8.00
$115.00
$38.00
$37.00
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
10
�
�3��,�� �I�:i�7� ��I7:7:1
_-. _ . ._ _ , . , � . . . ---.. -
On an as needed basis, the City of Fort Worth will provide a Requirements Statement of Work ("RSOW")
for a response from Contractor. Contractor must submit a response in the manner and timeframe as
determined and set forth in the Requirements SOW.
1. Staff Auqmentation:
For staff augmentation, the City wiil provide an RSOW that includes the skill set required for the
Contractor employee(s) needed and an estimated length of time the Contractor employee(s) are needed.
The RSOW will be divided into at least three sections or exhibits. The first section will identify at a
minimum, the billing rate for standard workweek and an overtime billing rate (if applicable). The second
section will include the expected qualifications of the Contractor employee(s) and the expected results of
the work to be performed. The last section or exhibit will be the latest version of the City of Fort Worth job
description that best describes the duties and qualifications and fits the need for the requested Contractor
employee(s). There will also be a section for authorized signatures by both the Contractor and the City.
2. ProLects needed bv 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
(fl Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
Q) Technical Requirements
(k) Capacity Planning
(I) Impact Assessment
(m)Issues
(n) Reporting Requirements
(o) Deadline for Contractor Response
As a part of the Contract Response, the Contractor will be expected to address the issues as outlined in
the RSOW. To accomplish the objectives in the RSOW the Contractor will indicate, at a minimum, the skill
sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the
Contractor employee(s) who meet the requirements set out in the City's RSOW. A resume shall be
included for each Contractor employee named. Additionally, the Contractor will describe the proposed
payment terms. The Contract's response should be in the form of a work order that includes a place for
signatures of an aufhorized representative from both the Contractor and the City.
3. Permanent Placements:
If the City is seeking referrals for a permanent placement, the Contractor may submit candidates for
consideration to be hired. If the City hires an individual referred by the Contractor, then the City will pay a
percentage of the annual salary (see Exhibit B) for either a person who has not previously contracted
work for the City or an individual who has worked at (east three months as a Contractor employee.
IT Professional Senrices Statf Augmentation Agreement
Sentari Tect�nologies, Inc.
Revised November 7, 2013 mbf
11
IN . ITNESS W EREO the parties hereto have executed this Agreement in multiples this�� �. �day of
,, � .,�o..L� .
M&C: Date:
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
r--
By.-_-"���� i �
S san '\lanis
A9si nt City Manager
Date: l C � l � � � ?�
='7
ATTEST:
By: l, �/�
City SeC
APPROVED AS
AND LEGALIT�
,,
C�
.` °.
,�.
' , Y
.. °�'.
��..� 'ss� a _
w � l
Malesh�6. Farmer
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C-26551 Date: 11/5/2013
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
ii
NAME OF CONSULTANT:
By: '
Title: !G�LC_���Q�r�
Date: I�� � � �/3
ATTEST:
e:
,�.�.
Revised November 7, 2C
���fl�a��r , i�,l�;c; �� f��)
�9`�� ����� �"���7
!�-� �. 7-, F ^�
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 work in the United States in
accordance with Section 29 of this Agreement.
1. Contractor will complete a background check of all candidates. Upon request, the
information can be provided to the City if the candidate signs a release form.
2. Contractor will provide the following information for each Contractor employee
working on-site in City facilities or off site on any City equipment:
a. Candidate Informafion
i. Full legal name
ii. Date of Birth
iii. Driver's license number and state of issue
iv. Proof of negative drug test
4. Local Candidates:
For each response to a City of Fort Worth RSOW Contractor will make a good faith effort to ensure that
qualified residents of the city of Fort Worth are included as part of the recruitment process for a Statement
of Work or Candidate Referral process. A qualified resident is defined as a person(s) meeting the
minimum job qualifications as requested by the City in its RSOW and living inside the Fort Worth city
limits at the time of the request.
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised Novem6er 7, 2013 mbf
12
�
- . -_ . . . . . -. - . � -- . • • . : - .-
1. Professional Staffing Hourly Rates
Appendlx C, Sarviess and PHcingindex
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, inc.
Revised November 7, 2013 mbf
13
2. Placement Costs
a. If the City of Fort Worth hires a Contractor empioyee as a City employee because of a
referral during a recruitment process, Contractor will charge the City a maximum of 20%
of the employee's annual salary.
b. If an individual has worked as a Contractor employee on the City of Fort Worth site for at
least three months (a minimum of 480 hours), and the City determines it wants to hire the
individual as a permanent City employee, then Contractor will charge the City a maximum
of 12% of the employee's annual salary.
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
14
- «
_. - .
iL�7 �a7 ��������T:7�TrT:Z� � �'r'I �: �i
This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City")
located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and [Sentari Technologies Inc.]
("Recipient" or "Contractor") with offices located at16775 Addison Road Suite 600, Addison, TX 75001.
Pursuant to services being provided under this Professional Services Staff Augmentation Agreement, the
City may be disclosing sensitive and confidential information of a personal nature for business, tracking,
or otner purposes ("Confidential Information" or "City-provided Information") to the Contractor and/or the
Contractor's employee(s). The City would not make such disclosures without Recipient's agreement to
maintain confidential treatment of such information. It is understood that confidential, sensitive or personal
information provided by the City may be the property of City partners, City employees or officials, as well
as of City, itself. For purposes of this Agreement, Recipient shall include Contractor, its employees,
directors, o�cers, agents, and representatives.
Therefore, the parties agree as follows:
1. Recipient will not disclose or use any sensitive, personal, or confidential information from City
designated orally or in writing as "Confidential" or "Sensitive" or in like words, or which Recipient
should reasonably know is sensitive or confidential, without the prior written consent of City, and
then only to the extent specified in such consent. Confidential Information may not be copied by
Recipient. Recipient agrees to treat Confidential Information as it would its own Confidential
Information and to disseminate it within its own organization only to the extent necessary for the
purposes for which it has been provided and only to Recipient's employees or consultants who
are bound to maintain its confidentiality.
The Confidential Information is being disclosed for the following purposes: Supplemental staff
augmentation and/or permanent placement services.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received from a third party not bound in a confidential relationship to City (iii) is published or
otherwise made known to the public by City (iv) is independently developed by Recipient or
Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be
disclosed pursuant to a court order, duly authorized subpoena, or other governmental or
legislative authority. In such cases, notice must be provided to City prior to such disclosure.
3. Upon request by City, Recipient shall return all information received, with a letter confirming that
the Confidential Information has in no way been compromised, reproduced or copied and that all
copies have been returned.
4. This Agreement shall be binding on the parties and their successors and assigns, and shall be
governed by the laws of the state of Texas. This Agreement shall be effective for as long as the
Contract remains effective ("Initial Term") with respect to any Confidential tnformation which is
disclosed by City unless either party notifies the other that subsequent disclosures are not to be
included within the terms of this Agreement.
5. This Agreement specifically prohibits the Recipient from granting any access to City-provided
information to any third party. The Recipient is solely responsible to protect access to City-
provided information against any third party while the information is in the Recipient's possession.
6. Recipient agrees that it shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access, modify, delete or otherwise corrupt City Informafion in
any way. Recipient shall notify the City immediately if the security or integrity of any City
IT Professional Services 5taff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2019 mbf
15
information has been compromised or is believed to have been compromised.
7
The Recipient shall not distribute any information in any form that was in all or partly derived from
any City-provided information.
8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY
INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY BY RECIPIENT,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES
THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR
DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR
FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. RECIPIENT, AT
RECIPIENT'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES
FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE
EXTENT THAT THE SAME ARISES FROM THE UNAUTHORIZED USE, DISTRIBUTION,
DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED
BY THE SOLE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3)
years after termination or expiration of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, data, documents, papers and records, both hard
copy and electronic, of the Recipient, and any sub-recipient, involving transactions relating to this
Agreement. Recipient agrees that the City shall have access during normal working hours to all
necessary Recipient, and any sub-recipient facilities and shall be provided adequate and
appropriate work space in order to conduct audits to ensure compliance with the provisions of this
section. The City shall give Recipient, or any sub-recipient, reasonable advance written notice of
intended audits.
10. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in
any manner except by written instrument signed by an authorized representative of both the City
and Recipient.
11. Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement
without the express written consent of the City.
City of Fort Worth
_ V �/�.lJ---- �
A tho zed Signature
��L �`�/`t �'l l.l..-�/`� r'l, t .�
Name
i� �-1-'��'GL-�t�-� �.1�-Fz. ��'c-V�'.Lc 4� i2
Title �J
[CONSULTANTJ:
Authorized Si ature
���,�l�/ ! YeG'-��S'g �if
Name /
%��..z�� ca��
Title
tT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
ITji
�
•- , , .
1. The Network. The City owns and operates a computing environment and networic (collectively
the "Network"). Contractor wishes to access the City's network in order to provide supplementai staff
augmentation and/or permanent placement services. In order to provide the necessary support,
Contractor needs access to Internet, Intranet, and email.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing supplemental staff augmentation and/or permanent piacement
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 Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
❑ Services are being provided in accordance with City Secretary Contract No. .
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. .
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
❑ No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Networlc and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Cont�actor Personnel who will provide services to the City under
1T Professional Senrices Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
17
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(fl Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
. � .
• • � • � ■
� -
�
. _.-
� - - .��rC�`'''rfr�
�i;i;'' ;: �= %�
� �t3 :i� - • �
#Y• �
r I.� �.� ,
����i��rr�� f�; : �i
APPROVED � FORM�4 D LE��e
�
B:
Assistant City Attomey
M & C: none required
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
CONTRACTOR NAME:
By:
Name: �4-� / ,� e�ss �
Title: � .��ci,.f',_,r�-,�
Date: l/ - 6' •- �-U ! '3
�
OFFI�IA� R�CORD
���'�' s��R�'i',�RY
�a ����� �
�'�, .�
�
�
T - . • • _ - � •-
Full Legal Name of Company: Sentari Technologies, Inc.
Legal Address: 16775 Addison Road Suite 600, Addison, TX 75001
Sen✓ices to be provided: Supplemental staff augmentation and/or permanent placement services
Execution of this Signature Verification Form ("Form") hereby certi�es that the following individuals
and/or positions have the authority to legaily bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: Korri Lane
Position: B sines;
. �---
Sign ture
Manager
2. Nam`e: Illa Crow I
Position: Financial Operations Director
Signature
3. Name:
Position:
Signature
Name:
Signature of President / q�0 �"f'`
Other Title:
Date: L! -- -- Z��! `3
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
fL':
�
DIR-SDD-2385
OIR Contract No. DIR-SDD-2385
Vendor Contracf tdo.
—.
� .
� r •- •° •
CONTRAGTFQR
INFORMATION TECHNOLOGY STAFF AUGMENTATI0111 SERVIGES (I7'SAGj
SENTARI TECHNOLOGIES, INC.
1.
Introduction
A. Parties
This Contract for services is entered ir�to between the State of Texas, acting by and
through the Department of information Resources (hereinafter "dIR'� vtith its principai
piace ot business at 300 West 15�' Street, Suite 13DO,Austin, Texas 78701; and Sentari
Technotogies, Ine. (hereinafter "Vendor"), with its principal place of business at 16775
Addison Road; Suite 600, Addison, Texas 75001.
B. Complianee with Procurement L.aws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a soticitation on the Comptroller oi Public Accoun#s' Electronic
State Business Qaily, RequestforOifer(RFO) DIR-SDD-TMP-2QA, on March 12, 2013,
for Infprmakion Technology Staffing Augmentation Conttacts, Upon execution of this
Contract, a notice of award for RFO DIR-SDD-TMP-204 shali be posted by DIR on the
Elec#ronic State Business Daily:
C. OrderafPrecedence
This Gontrack; Appendix A, Standard Terms and Gonditions For Itrformation Technology
Staff Augmentation Gontracts (ITSAC}; Appendix B, Vendor's Historically Underutilized
Businesses Subcontracting Plan; Appendix C, Services and Pricing index; Exhibit 1;
Ve�dor's Response to RFO DIR-SDD-TMP-204, including all addenda; and Exhibit 2,
RFO DIR-SDD-TMP-204, including all addenda; are incorporated by reference and
constitute the entire agreement between DIR and Vendor. in the event of a corfilict
betweQn the documents listed in this paragraph, the controlling 8ocument shall be this
Contract, then Append'pc A, then Appendix B, then Appe�dix C,3hen Exhibit 1 and finally
Exhibit 2. M the event and to the extent any provisions contained in multiple documents
addrass the same or substantially the same subject matter but do not actuaily conflict,
the more recentprovisions shail be deemed ta have superseded earlier provisions.
2. Term of Contract
The term of this Contract shail be one (1j year commencing on the last date of approval
by DIR and Vendor. Prior to expiration of the originalterm, DIR and Vendor may extend
this Gontract, upon mutuai agreement, for up to two {2) optional one-year terms, !f the�e
are no sales at`the end of the initial term, this Contract may not be renewed. Proftacted
contract negotiations may, in pIR's sole discretion, result in fewer opiional t�rms:
3. Service Offenngs
Services available under this contract are limited to information technology staff
augmentation setvices as specified in Appendix G, Services and Pricing Intlex.
IT Professional Senrices Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
20
DIR Contract No. DIR-SDD-2385
Vendor Contract No.
4.
5.
Prioing
A. Fricing
Pricing shaii be in accordance with Appendix;G, Services andPricing Index.
B. Cost ReaoveryFee {GRFj
The CRF specified in Section 5 below shall not be broken out as a separate line item
when pricing or invoice is provided to Customer.
C. Tax-Exempt
As per Section 151.309, Texas Tax Code, Customers under this Contract are
exempt #rom the assessment of State sales, use and excise taxes. Further,
Gustamers under lhis Contract are exempt from Federal Excise Taxes, 26 United
States Code Sections 4253O and ��.
D. Travel �xpense Reimbursement
Pricing for services prnvided under this Contract are exctusive of any travel
expenses that may be incurred irr the pertormance of those se►vices. Travei
expense reimbursement irr�y include personal vehicie mileage or commercial coach
transportation, hoteF accommodations, parking and meals; provided, however, the
amount of reimbursemenY by Gustomers shall not exceed the amaunts authorized for
state employees as adopted by each Custome�; a�d provided, further, that all
reimbursement rates shall no# exc�ed the maximum rates estabiished for state
employees under the current State Travel Management Program
(http:!/w�rwuw(ndow:state.bt.uslproeurement/proaJstmRl). Travel time trray not be
inciuded as part of the amounts payable by Customer for any services rendered
under thls Contract. The DIR administrative fee specified in Section 5 below is not
appiicabie to travel expense reimbursemer�t: An#idpated travel expenses musf 6e
pre-approved in wrfting by Cuatomer.
E. Ghanges to Prices
Vendor may change the price of any service at anytima, based upon Ghanges fa the
MSRP, buk discount levels sha0 remain consistent with the discount leveis specified
in this Gontract. Price decreases shall take effect automaticalty during the term of
this Contract and shail be passed onto the Customer immediately.
DIR Cost Recovery Fee
Aj The administrative fee to be paid by the Vendor to DIR based on the dollar value of
all sales #o Customers pursuant to this Contract is one percent (1.00°k,). Payment wip be
caiculated for all sales, net of returns and credits. For example, the Gost Recovery Fee
(CRF) tor sales totaling �100,000 shaii be $1000:00.
B) AI1 prices quofed ta Gustomers shail inciude the GRF: DIR reserves the right to
change this fee upwa�ds or downwards during the term of this Contract; upon v�rcitfen
notice to Vendor without further requirement for a formal contract amendment. Any
change in the CRF shall be incorporated In the priceto the Customer.
�
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
21
� ; �� , i,+ ■ - ��
Vendor Contract Na
6. filotification
All ttotices under
indicated belaw.
7.
this Contract shall be sent to a party at the resp�ctive add�ess
1f sent to the State:
Grace Windbigier, CTPNi, GTGM
Enterprise Contract Managemsnt
Department of lnformation Resouress
30Q V11, 16�' �t„ Suite 130p
Austin, Texas 78701
Phone: (512) 463-2861
Facsimile: {512) 475-47Q0
If sent to the Vendor:
Mary Necessary
�entari Technologies, Inc;
16776 Addison Road, Suite 600
Acldison, TX 75(H31
Phone: (972)796-0893
Facsimile; (972) 716-0299
Email: mary.nevessary@sentari.com
Intellectual Property Matters
A. DeFni#ions
1.° Work F'rodud" means any and �il deliverables produced by Vendor for Customer
under a Stafement of Work issued pursuant to this Contract, including any and all
4angible or intangible items or elements have been or will be prepared, created,
devsloped, invented or conceived at any qme foHowing the effective date of the
Gontraek, Including but not limited to any (i) vwurks af authorship (such as manuals,
instruetions, printed material, graphics, art�nrork, images, illustrations, photographs;
computer programs; camputer software, scripts, object code, source code or ather
programming code, HTML cbde, itow charts, notes, outiines, Iists, cotnpilatlons,
manuscripts, writings, pickorial materiais, schematics, farmulae, processes,
algorithms, data, ir�forma6on, multimetlia filas, text web pages or vNeb sites, other
written or machine �eadable expression of such works fixed in any tangible media,
and aii other copyrightable works), (ii) trademarks, service marks, trade dress,trade
names, logos, or other indida of source or origin, (iii) ideas, designs, concepts.
personality rights, methods, processes, techniques, apparatuses, inventions,
formulas, discoveries, or improvemeMs, inciuding any patents, trade secrets and
know-how, (iv) domain names, (v} any copies, and sirrrilar or derivative worics to any
of the foregang, (v7 ell documentation and materlals related tcs any of the foregoing,
(vii) all other goods, services or deliverable5 to be provided to Customer under the
Contract or a Statement of Work; and (vii� all Inte�lsctuaf Property RiQhts in any of
the foregoing, and which are or were created, prepared, developed, invented or
conceived for the use or benefif of Customer in conneciron with this Conttact or a.
Statament of `Wark, or with funds approPriated by or far Customer or Customer's
benefit: (a) by any Vendor p�rsonnel or Custvmer personnel, or (b) any Customer
personnel who then became personnel to Vendor or any of fts affiliates or
subcontractors, where, although creation or reduction-to-practice is completed while
3
IT Professional Senrices Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
22
� i .. • i � •. l. � • y � \ . :.+
Vendor Contracf No.
the person is affiliated with Vendor or its personnel, any pottion of sarrte was
created, invented or conceived by such p�tson w#iiis affiliated with Custamer.
2. "Intellectual Property Rights" means the warldwide �gal righfs ar interests
evidenced by or ambodied irr. O any idea, design, concept,; personality right, method,
ptocess, technique, apparatus, inyentian, disaovery; or improvement, induding any
patents, #�ade secrets, and know-how; (ii) any work of authorship, including any
copyrights, moral r�ghts or neighboring rights; pi) any trademark, servica mark, trade
dress, trade name, a� other indicia of source or o�igin; {iv) domain name
registrations; and (v) any other propri�tary or simitar rights. The iMeliactual Property
Rights of a party include all woridwida legal rights or ir�ferests that the party rr�y
hava acqu[red by assignment or licenss with the right to grant sublic�enses.
3. "Statement of Work" means a document signed by Customer and Vendor
describing a spec�c set of ackivities and/or deliv�rables, which may' include Work
Praduct and tMellectual Property Rights, that Vendor is to provide Gustomer, issued
pursuant to the Cantract.
A: "Third Party IP9 means the inteilec#ual Property Rights of any third party not a
party to this Co�tract, and Which is nat direckiy or indirectiy providing any goods or
services to Customer underthis Contract.
5. "Vendor 1P" shall mean aii tangible or intangible items or things, inclucling the
Intellectual Property Rights therein, created or developed by Vendor (a} prior to
provirling ahy Services or Work Product to Customer and prio� to receiving any
documentg, materials, infQrmation or funding from or on behalf of Customer relating
to the Services or Work Produck, or (b) after the Eff�ctive i�ate of the Gontrack if such
tangibie or intangible items or things were independently dsveloped by Vendor
outside Vendor's provision of Services or Work Product for Gus#omsr hereunder and
were not created, prepared, developed, inverttetl or conceiveci by any Cu§tomer
personnet who them became personnel to Vendor or any of ifs a�liates or
subcantcactars, where, although creation or reduction-to-pracdce is completed while
the pe�son is affiliated with Vendor or its personnel,-any partion oP same tivas
created,;invented or conceived by such person while affiliated with Customer.
B. Qwnership.
As between Vendor and Gustomer, the Work Product a�d Intellectual Properiy Rights
therein are and shall be owned exciusively by Customer, and not Vendor. Vendot
spec'rfically agrees that the Work Product shali be oonsidered "w+orks made for hire" and
that the Work Product shall, upon creation, be owned exciusively by Cusfomer. To the
e�ent that the Work Product, under applicab� law, may not be considered works made
for hire, Vendor hereby agrees that the Cont�act efiecUvety transfers, grants, canveys,
assigns, and relinquishes exclusively to Customer aN right, #itie and interest in and to all
ownership rlghts in the Work Product, and all Intellectual Property Rights in the Work
Product, without the necessity of any further consideration, and Customer shall I�e
entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Vendoracknowledges that Vendor and Gustomer do not intend Vendor
to be a joint authorof #he Work Produck wi#hin the meaning of the Copyright Act of 1876,
Customer shall fiave access, during normal business hours (Monday through Friday,
8AM to SPtV� and uporr reasonable prior notice to Vendor, to all Vendor materials,
�
IT Professional Services Staff Augmentaiion Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
23
DIR Cantract No. DIR-SDD-2385
Vendoc Contracf No.
premises and computer files containing the Work; Produd. Vendor and Customer, as
appropriate, wiil cooperate with one anoth�r and execute such other dacuments as may
be reasonabiy appropriate to achieve the objectives herein. No license orother right is
granted hereunder to any Third Parky IP, except as may be inwrparated in the Work
Product by Vendor.
C, Further Actions.
Vendor, upon request and without futther consideration; shali perform any acts that may
be deemed reasonably o�cessary or desirabls by Cuskomer to evidene.e more fully the
transfer of ownership antl/or regishation of all Intell�ctual Property Rights in all Work
Product to Customer to the #ullest e�ctent possibie, Induding but nof dimited to the
execution, acknawledgement and delivery of such furihsr docurr�nts in a form
determined by Customer. In the event Customer shall be unabie to obtain Vendor's
signature due to the dissolution of Vendor or Vendor's unreasonabbe failure to respond
to Customer's repeated requests for such signature on any document reasonably
necessary for any purpase set forth in the foregoing sentence, Vendor hereby
irrevocabty designates and appoints Custamer and its duly authorized officers and
agents as Vendor's agent and Vendor's attarney-in-fact to act for and in Vendot's hehalf
and stead to execute and file any such document and ta do all other lawiully permitted
acts to fu�ther any such purpose with the same fo�ce antl effect as if executed and
delivered by Vendor, provided hawever that no such grant of right to Customer is
applicable if Vendor fai►s to execute any document due to a good iaith dispute by Vendor
with tespect #o such documen#. It is understood #hat such power is �upled with an
interest a�d is fherefora irrevocabis; Customer shali have the full and sole pav�r to
prosecute such appli�tions and to take all other actian conceming the Work f�oduct,
and Vendor shall cooperate, at Customer's sofe expense, in the prepar�tion and
prosecutian ot ali such applicaGons and in any legat actions:and proceedi�gs conceming
the Work Produci.
b. Waiver of Mdral Rights.
Vendor hereby irrevocabiy and forever waives, and agrees never to assert, any Moral
Rights in or 4o the Work Product which Vendor may now have or which may accrue to
Vsndor's benefit untler U.S. or foreign copyright or other laws and any and all otfier
�esidual rights and benefi#s which arise under any other appiicable law naw in force or
hereafter enacted. Vendor acknawledges the receipt of equitable compensation for its
assignment and wraiverof such Moral Rights. The term "Moral Rights" shall mean any
and a(I rights of paternity or inteQrity ofi the Work Product and the rigM #o object to any
modification, translatan or use of the VVork Product, and any similar rights:existing under
the judiqai ar statutory law of any country in the world or under any treaty, regardless of
whether or not such right is denominated or referred to as a moral right.
E. Confidentiality.
All documents, ir►formation and materials fotwarded to Ventlor by Gustomeffor use in
and preparation of the Work Product, shal! be deemed the confidential informaUon of
Customer, and subj�c# to the license granted by Customer to Vendor under sub-
paragraph H. Hereunder, Vendor shall not use, disclose, orperrret any person to use or
obtain the Wark Product, or any portion thereof, in any manner withaut the prior wriiten
approval of Cus#omet,
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised lVovember 7, 2013 mbf
�
� ; . � . t . � 1-.Z'���I��kIt�7
Vendor Contract No.
F. injunctive Relief.
The Con#ract is intended to proteci Gustomers proprietary rights pertaining to'the Wprk
Product, and the Intellectuai Property Rights therein, and any misuse of such rights
would cause substantiaF and ir�eparable harm M Gustomers business. Therefore,
Vendor acknowledges and stipulates that a court of competent jurisdiction may
immediately enjoin any material breach af the intellectual property, us�, and
confidantiality provisions of this Contract, upon a request by Customer, vwthout requi�ng
proof of irreparable i�jury as same should be presumed.
G, Retum ofMaterials Pertaining to Work;Produat.
Upon the request of Custamer, but in any event upon termination or expiration of this
Contract or a 8tatement of Work, Vendor shall surrend�r #o Customer all dacumants and
things pertaining to the Work Producf, including 6ut not limited, to drafts, memoranda,
notes, records, draw�ngs, manuals, computer softvvare, reports, data, and all other
documents or materiais (and copies of same) generaked or developed by Vendor or
fumished by Customer to Vendor, including ail materials embodying the Work Product,
any Gustomer conftdential infomtatipn, or Intellectuai Property Rights in such Work
Product, �egardless of wheiher complete or incomplete. This section is intended to
appiy to ail Wark Produd as v�ll as ta all dacuments and things fumished to Vendor by
Gustomer or by anyone eise that pertains to the Work Product.
H. Vendor:License to Use.
Customer hereby gra�s to Vendor a non-ttansferable, non-exclusive, royafty-free, fully
paid-up license to use any Work Product solety as necessary to provide the Services to
Customer. Except as providetl fn this Section, neither Vendor nor any' Subcantractor
shali have the right to use the Woric Product in connection withthe provision of services
to its other custpmers vv�thout the prior writ#en consent af Gustomer, which consent may
be withheld in Customer's sole discretion.
I. Third-Party Underlying and Derivafive Works.
To the extent that any VendorlP orThird Party IP are embodied or refleded in the Work
Producf, or are necessa�y to provide the Services, Ventlor hereby grants to the
Customer, or shali obtain from the applicable thfrd party for Custamer's benefit, the
irrevocable; perpetual, non-axclusive, worldwide, rayaity-fres right and licanse; for
Guskomer's internal business' purposes only, to (i) use, execute, reproduc�, display,
perFo�m, distribute capies of, and prepare derivative works based upon such Vendor IP
or Third Party IP and any derivative vNorks thereof'embodied in or delivered to Customer
in conjunc#ion with the Work Product, and (ilj authorize others to db any or all of the
fioregoing: Vendor agrees to notify Customer on delivery of the Work Product or
Services ifsuch materiafs inciude any'Third Pariy IP. On request, Vendor shall provide
Customer with documentation indicating a third party's written approval for Vendor to
use any Third Party IP thak may be embodied or reftected irr the Work Product.
J. Agreement with Subcontracts.
Vendor agrees that it shall have written agreament(s} that are consistent with the
proVisions hereof related to Work Product and Intellectual Properiy Rights with any
empbyees, agents, consultants, contractors or subcantractors providing Services or
WoTk Produd pu�suant to fhe Contract, pria� to their providing such Services or Work
Product, and that it shall maintain such written agreements at all times during
pertormance of this Gantract, wfiich are sufficient to support all performance and grants
G
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
25
DIR Confract No. DIR-SDD•2386
Vendor Contracf No.
�
of rights by Vendor. Copies of such agreeme�ts shall be provided to the Customer
promptly upon request.
K. License to Customer.
Vendor grants to Gustomer, a perpetual, irrevocable, rayatty free license, solely for the
Gustomer's intemal business purposes, ta use, copy, modify, display; perform (by any
means), transmit and prepare derivative works of any Vendor IP embodied in or
delivered to Customer in conjunction with the Work Product. The foregoing license
includes the right to sublicens� thifd parties, solely for the purpose of engaging such
third parties to assist o� carryout Customer's internal business use af the Work Product.
Except far tha precedin8license, all rights in Vendor IP remain in Vendor.
L. Vendor Developmerit Rights.
To the extent nat inconsistent with Customer's rights in the Wark Product or as set forth
herein, nothing in tfiis Contract shali preclude Vendor from tleveloping for tiself, or for
others, materiais which are competitiue with those produced as a �esult of #he 8ervices
prouided hereunder, provided that :no Work Product is utilized, and no Intelleckuat
Property Rights of Gustomer therein are inf�inged by such competitive materiais. To the
esctent that' Vendor wishes to use the Vi/ork Product, ar acquire licensed rights in certain
intellectual Property Rights af Customet therein i� ortler to offer competitive gocds or
serv'rces to third parties, Vendor and Gustomer agree to negotiate in good faith regarding
an appropriate license and rayaity agreement to allow for such.
Auihorized Exceptions toAppendix A, Standard Terms and Conditions for
Information Technalogy Staffi Augmentation Services (ITSAG).
No exceptions have been agreed to by DIR and Vendor.
Remainder of page intentionaily left blank
7
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc.
Revised November 7, 2013 mbf
26
OIR Contract No. DIR-SDD-2385
Vendor Contract Nv.
This Gontrad is executed tp b� effective as of the last date of signature.
SEIdTARi TECHMOLOGIES, INC.
Authorized By: siqnature on file
Name: Mary Necessary
Titiet President
Oate: 7J19/13
The State af Texas, acting by and thraugh the Department of tnformatian Resaurees
Authorized By: , sianature on fite
Name; Karen Robinson
Titie: Executive Directar
Date: 8/7/13
Office o# General GounseL• , 8/6(13
b
IT Professional Services Staff Augmentation Agreement
Sentari Technologies, Inc,
Revised November 7, 2013 mbf
27
'` M&C Review
• � �•
Page 1 of 3
Offlcial site of the City of Fort Worth, Texas
Foe�.,,,�,,�
COUNCIL ACTION: Approved As Amended on 11/5/2013
DATE: 11/5/2013 REFERENCE
NO..
04TECHNOLOGY STAFFING
C-26551 LOG NAME: AND PLACEMENT SERVICES
MULTIPLE AWARD
CODE: C TypE; NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Ratify Expenditures in the Amount of $7,473.00 and Authorize Execution of Professional
Services Agreements for Technology Staffing and Placement Services with Apex
Systems, Inc., Kforce Inc., Sentari Technologies, Inc., and TEKsystems, inc., Using
Multiple Texas Department of Information Resources Contracts for the Information
Technology Solutions Department in the Combined Aggregate Amount of $3,142,630.00
on an Annual Basis (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to ratify expenditures in the
amount of $7,473.00 and authorize the execution of Professional Services Agreements for
Technology Staffing and Piacement Services, using multiple Texas Depa�tment of Information
Resources contracts with Apex Systems, Inc., using DIR-SDD-2274 with Kforce Inc., using DIR-SDD-
2337 with Sentari Technologies, Inc., using DIR-SDD-2385 and with TEKsystems, Inc., using DIR-
SDD-2367 for the Information Technology Solutions Department in the combined aggregate amount
of $3,142,630.00 on an annual basis.
DISCUSSION:
The purpose of these Professional Services Agreements (Agreements) is to allow the Information
Technology Solutions (ITS) Department and other City departments, ta have Agreements in place for
staff augmentation to assist in the development and implementation of technology projects and to use
as temporary backfills for staffing vacancies. These projects would include, but are not limited to:
Public Safety Radio Communications System Upgrade;
Radio Tower Repiacement Project;
Sof�ware package lnstallation and implementation - i.e., e-mail archiving system, Windows 7, etc.;
and
Migrations of unsupported database versions to the most recent and supported version of MS SQL
Server database.
Funds are included in the approved operating and capital budgets of the speci�c projects.
Texas Department of information Resources (DIR) is authorized to offer the Cooperative Purchasing
Program to state agencies, public institutions of higher learning, public school districts and local
governments. Pursuant to state law, a local government that purchases goods or services under the
Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements.
M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the IT Solutions Department and approved by the M/WBE Office, in accordance with the M/WBE or
BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or
suppiier opportunities are negligibie.
AGREEMENT TERMS - Upon City Council approval, these Agreements shall be authorized for a
combined aggregate amount of $3,142,630.00 annualiy. Each Agreement shaii begin on November
6, 2013 and expire on the dates indicated below to coincide with the expiration dates of the
http://apps.cfwnet.org/council�acket/mc_review.asp?ID=19039&councildate=ll/5/2013 1 U7/2013
� ' M&C Review
Page 2 of 3
respective cooperative DIR contracts. Ail of the Agreements will be non-exclusive, and services will
be provided by the vendors based on the City's staffing needs and the availability of qualified vendor
resources. No specific amount is guaranteed for either Ag�eement.
l�T�►�•:
�
ms. Inc
Inc.
Senta
DIR-SDD-2274
DIR-SDD-2337
Inc. DIR-SDD-2385
._ . _
COOPERATIVE
AGREEMENT
END DATE
8/28/2014
8/07/2014
8/07/2014
� TEKsystems, Inc. � DIR-SDD-2367 � �989;988:9Q � 9/03/2014
RENEWAL OPTIONS - Each Agreement may be renewed for up to two additional one year terms at
the City's option, in accordance with the terms established in the contracts between DIR and the
individual vendor. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obiigation during the renewal term.
ADMINISTRATIVE AMENDMENT - An administrative amendment or increase may be made by the
City Manager in the amount up to $50,000.00 for each Agreement and does not require City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds will be available in the Fiscai Year
2014 operating budgets and capital budgets, as appropriated, of the Information Systems Fund,
Information Systems Capital Projects Fund, General Fund, and Stormwater Utility Fund.
TO Fund/Account/Centers
FROM Fund/Account/Centers
P168 539120 0043010
P168 539120 0045021
P168 539120 0043020
P168 539120 0045000
P168 539120 0045010
P168 539120 0045030
P168 539120 0048001
P168 539120 0048002
P251 539120 041030173580
PE69 539120 0209000
GG01 539120 0135010
C296 53912� 0131030136180
GG01 539120 0141000
P168 539120 0046020
Submitted for Citv Manas�er's Office by;
Oris�inatinsa Department Head:
Additional Information Contact:
Susan Alanis (8180)
Peter Anderson (8781)
Mai Tran (8858)
$598.890.00
$1.646,748.00
6 474.00
$114.167.00
$334.231.00
$190.669.00
$452,145.00
$157.021.00
$214.979.00
$251.690.00
$167,186.00
$100,942.00
$400.000.00
$83,173.00
http:Uapps. cfwnet.org/council�ackedmc_��eview.asp7ID=19039&councildate=ll /5/2013 11 /7/2013
`` M&C Review
ATTACHMENTS
http://apps.cfwnet.org/council�acket/rnc_review.asp?ID=19039&councildate=ll /5/2013
Page 3 of 3
11 /7/2013