HomeMy WebLinkAboutContract 32159 CITY SECRETARY 1-7,V)
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through Richard Zavala, its duly authorized Assistant City Manager,Rnd TEKSystems, Inc.
("Consultant") a Maryland corporation and acting by and through _L),Okol its
duly authorized Nagqqq- (D OUZ,
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for
staff augmentation, specific contractor project duties as defined by the city, permanent
placements, other duties as set forth in Exhibit "A," Statement of Work and Vendor-Response,
which is attached hereto and incorporated for all purposes incident to this Agreement.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until
terminated in accordance with the provisions of this Agreement or when the City provides
Consultant with written notice that Consultant has fulfilled its obligations under this Agreement
and that Consultant's services are no longer required.
3. COMPENSATION.
The City shall pay Consultant per the terms of individual executed work order in
accordance with Exhibit B, "Professional Hourly Rates and Permanent Placement Cost," which
is attached hereto and incorporated for all purposes incident to this Agreement. Consultant
shall not perform any additional services for the City not specified by this Agreement unless the
City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the
City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any
reason by providing the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, City will notify Consultant of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to the City of any kind
whatsoever, except as to the portions of the payments herein agreed u1nn
funds shall be been appropriated. OFFICIA 000 ED
C,IVY 0N1':;fflTA,Ry
)09 � 011t PCVD ERTH i TEX.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Consultant for services actually rendered as of the effective date of
termination and Consultant shall continue to provide the City with services requested
by the City and in accordance with this Agreement up to the effective date of
termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services and
proposed services with respect to the Scope of Services. In the event that any conflicts of
interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City
as confidential and shall not disclose any such information to a third party without the prior
written approval of the City. Consultant's obligations to keep City information confidential is
specifically set forth in Exhibit "C," Non-Disclosure Agreement, which is attached hereto and
incorporated for all purposes incident to this Agreement.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract. 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, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
subcontractor involving transactions related to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended
audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City Consultant acknowledges that the doctrine of respondent superior shall
not apply as between the City, its officers, agents, servants and employees, and Coosiflin its officers, agents, employees, servants, contractors and subcontractors. Cons JI a"i IN%,W E C 00 R D
CRY RUM RY
agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES AS IT RELATES OR IS CONNECTED
TO THE PERFORMANCE OF SERVICES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OF SERV ICES UNDER THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants such consent, the
assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant
under this Agreement.
10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the
violation.
3
11. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. If any
claim arises from an alleged violation of this non-discrimination covenant by Consultant, its
personal representatives, assigns, subcontractors or successors in interest, Consultant agrees
to assume such liability and to indemnify and defend the City and hold the City harmless from
such claim.
12. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions TEKSystems, Inc.
1000 Throckmorton 9003 Airport Freeway
Fort Worth TX 76102-6311 Suite 100
Fort Worth TX 76102-6311 North Richland Hills, TX 76180
Facsimile: (817) 871-8654 Facsimile: (817)605-2170
13. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally
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.
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
15. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
16. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal 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
4
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. 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.
18. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance
or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters
wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
20. 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.
20. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
N WITNESS-VIAEREOF, the parties hereto have executed this Agreement in multiples
this Iday of 2005.
CITY OF FORT WORTH: TEKSYSTEMS, INC.
By: By: Q1k0z-qz1(
R hard Zavala Dora G. Floyd
A ing Assistant City Manager Senior Manager of Operati
ATTEST: ATTP T:
TT
By:
City Secreta;v- Jess ca Sears
R4egnal Controller
APPROVED AS TO FORM AND
LEGALITY:
By:
Assistant)City Attorney
M&C: P-10157, Approved: 5/24/05
61
CITY OR111;1M, py
FT. 1#001?1"�' TEX.
6
EXHIBIT A
Statement of Work and Vendor Response
On an as needed basis, the City of Fort Worth will provide a Statement of Work for vendor
responses.
1. Staff Augmentation:
For staff augmentation the City will provide a document that includes the skill set
required for the contractor(s) needed and an estimated length of.time the contractor(s)
are needed. For this type of contractor there will be at least three sections or exhibits.
The first section will identify at a minimum, the contractor by name and will include the
billing rate for standard workweek and an overtime billing rate (if applicable). The
second section will include the expected qualifications of the contractor and the
expected results for the contractor. 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. There will also be a section for
authorized signatures by both the vendor and the City.
2. Proiects needed by the City of Fort Worth:
When the City needs a contractor(s) to help with an identified project, the vendor will be
supplied with appropriate information response. The City will provide a Statement of
Work as needed. Elements of the Statement of Work 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
(1) Impact Assessment
(m)Issues
(n) Reporting Requirements
The vendor will be expected to address the issues as outlined in the Statement of Work.
To accomplish the objectives in the Statement of Work the vendor will indicate, at a
minimum, the skill sets for the contractor(s), the number of contractors needed, and list
the contractor(s) with a resume for each person named. Additionally, the vendor will
describe the proposed payment terms. The vendor's response should be in the form of
a work order that includes a place for signatures of an authorized representative from
both the vendor and the City.
3. Permanent Placements:
If the City is seeking referrals for a permanent placement, the vender 00TWORMC01210
ENVY ZIIIHAURY
F1 isloxamlInx.
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 least three months as a contractor.
Vendor 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 vendor should ensure that the last ten years of
work history is provided.
Ensure that the referred candidate(s) has the legal right to work in the United
States.
1. Vendor 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. Vendor will provide the following for each employee working on-site in
City facilities or off site on any City equipment:
a. Candidate Information
L Full legal name
ii. Date of Birth
iii. Driver's license number and state issue
iv. Proof of negative drug test
4. Requirements Statement:
For each response to a City of Fort Worth's Requirements Statement, TEKSystems, Inc.
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 Worth 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 Requirements Statement and living
inside the City of Fort Worth city limits at the time of the request.
Exhibit B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates
Professional Staffing Category CISV Rate CFW Rate
Analyst $ 150 $ 115
Application Designer 125 100
Business Analyst 115 95
Client Server Developer 120 95
Client Server Specialist 125 105
Computer Operator 45 45
Customer Support Specialist (Help Desk) 45 42
Customer Support Specialist (Desktop Support) 45 45
Database Administrator 150 105
Database Specialist 165 120
Design Analyst 100 95
Documentation Specialist 80 75
GIS Programmer/Analyst 88 85
GIS Technician/Analyst 88 80
Internet Specialist 100 92
Network Administrator 90 80
Network Specialist 110 90
Operations Manager 85 85
Process Analyst 120 100
Programmer 125 95
Programmer Analyst 125 100
Project Leader 135 110
Project Manager 150 120
Software Tester Analyst 85 75
System Administrator 90 85
Systems Integrator 70 70
Technical Support Specialist 75 65
Technical Writer 85 75
Telecommunications Specialist(Wireless) 125 90
Telecommunications Specialist(Telephone/Wired) 125 85
Web Analyst/Designer 90 85
Web Developer 100 90
Web Programmer 100 90
OFFICIAU MOD
GMY M111:1MA, RY
2. Placement Costs
a. If the City of Fort Worth hires a permanent employee because of a referral
during a recruitment process, TEKSystems, Inc. will charge the City a maximum
of 20% of the employee's annual salary.
b. If an individual has worked as a contractor for the City of Fort Worth for at least
three months, and the City determines it wants to hire the individual as a
permanent employee, TEKSystems, Inc. will charge the City a maximum of 12%
of the employee's annual salary.
OHIC,1AU RECORD
CITY M1,-;1RM RY
FT. �, RYHJ T4K.
EXHIBIT C
Non-Disclosure Agreement
This is an agreement between City 0 Fort Worth ("City") located in Fort Worth, Texas, Tarrant
County, US and J !A%,fQ IA,,-,.,, ("Recipient") located in:
Ic
'N 4
Ltd t,4 It is hereby
acknowledged, agreed and u n-8erstood, that by entering into this Agreement, the City may be
disclosing confidential and proprietary information of a technical or commercial nature, or
information that may be personal and or related to City employees, for certain technical,
business, or other purposes, and CITY would not make such disclosures without Recipient's
agreement to maintain confidential treatment of such information. It is understood that
confidential information, products, and source code provided by CITY may be the property of
CITY partners as well as of CITY, itself. Therefore, the parties agree as follows:
1. Recipient, for a period of three (3) years, will not disclose or use any business, sales,
pricing, and/or technical information from City designated orally or in writing as
"Confidential" or"Proprietary" or in like words, or information that is made confidential by
law, 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. Orally disclosed Confidential
Information must be so identified at the time and City must deliver to the Recipient a
written summary of it within thirty (30) days.
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 governmental authority. In such cases, notice must
be provided to City prior to such disclosure.
3. Products provided to Recipient for purposes of evaluation shall be considered the same
as Confidential Information, except that one copy of each may be installed and tested.
Recipient agrees that Product software, copyrights, and all other proprietary rights
remain the property of their lawful owners. If applicable, recipient agrees to the
DISCLAIMER OF WARRANTY in the City license agreement. In particular, Recipient
assumes all responsibility for damage or injury occurring due to Product evaluation. At
the end of the evaluation period, Recipient agrees to either sign the City license and
source code agreements and purchase the Products, or to return the Products to City
and erase any copies made.
4. Upon request by City, Recipient shall return all media on which it was received, with a
letter confirming that the Confidential Information has in no way been reproduced or
copied or that all copies have been returned. The obligations of this A reement expire
five (5) years after the date of execution. 00FF.JCJkA1kL RECOO�tD
ONTY RIIIEA RV
R TEX.
5
5. This agreement shall be binding on the parties and their successors and assigns, shall
be governed by the laws of Texas, and shall remain effective with respect to any
Confidential Information which is disclosed by City within one year of the date of
execution unless either party notifies the other that subsequent disclosures are not to be
included within the terms of this agreement.
6. This agreement specifically prohibits the Recipient from granting any access to City-
provided Products and source code to any third party. The Recipient is solely
responsible to protect access to City-provided source code against any third party while
the source code is in the Recipient's possession.
7. The Recipient shall not distribute any code in any form that was in all or part derived
from any CITY- provided source code or Products, unless Recipient purchases Product
licenses.
OFFIC-AAL RECIORD
1;
Iff 011�REM,RY
IVC
Ff. 1100H, TEE,
i
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/24/2005
DATE: Tuesday, May 24, 2005
LOG NAME: 13PO4-0183 REFERENCE NO.: **P-10157
SUBJECT:
Authorize Purchase Agreements for Technology Staffing and Placement Services with Matrix
Resources, Inc., Sentari Technologies, Inc. and TEKsystems, Inc. for the Information
Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute purchase agreements for technology staffing and placement
services with Matrix Resources, Inc., Sentari Technologies, Inc. and TEKsystems, Inc., for the Information
Technology Solutions Department;
2. Authorize annual expenditures not to exceed $300,000.00 for each vendor; and
3. Authorize the agreements to begin on June 1, 2005 and end on May 31, 2006, with options to renew
for two additional one-year periods.
DISCUSSION:
The purpose of this procurement is to allow the Infomation Technology (IT) Solutions Department to have
agreements in place for staff augmentation to assist in the development and implementation of technology
projects. These projects would include but not be limited to: 1) assistance in the installation and
implementation of software packages; 2) assistance for short-term resolution of problems, such as staffing
shortages for technology related projects; and 3) staffing placement.
For this Request for Proposal (RFP), the City requested and reviewed only proposals from vendors who
were registered and listed as active vendors with the Texas Building and Procurement Commission as a
Catalogue Information Systems Vendor (CISV). Solicitation of proposals from CISV vendors is authorized
by the Local Government Code. A total of 39 vendors who met the defined qualifications were notified by
the City that the subject RFP for services was being issued. Ten vendors submitted proposals for
consideration.
The criteria used to determine the best value for the City was: 1) price; 2) vendor experience; 3) response
to specifications; 4) quality and thoroughness of the response; and 5) vendor performance with other public
entities. After review of the proposals and completion of reference checks, the three recommended
vendors were determined as those which would best fit the projected needs for the City.
It is anticipated that the majority of the services provided by the vendors will be staff augmentation for
limited scope technology projects. For large, complex and/or extended projects, the City will continue to
issue individual RFPs. Vendors were also asked to submit responses for the cost of placing employees for
IT Solutions Department vacant positions. Use of this portion of the agreements will be limited to
placements where normal recruiting efforts may yield few qualified applicants and filling the vacancy is
Logname: 13PO4-0183 Page 1 of 2
'
mission critical.
For each staff augmentation or small project requeo , the three recommended vendors will be provided o
City Requirements Statement and given the opportunity to reply tothe specific request by providing a
Statement of \A/orb or candidate referrals. The vendor which provides the most effctive and feasible
Statement of Work will be selected. IT Solutions will work with both the customer department and the
Budget Department to ensure that adequate funds are budgeted for all projects Uti|iziDgtheeeoorvicaa.
The vendors were informed that no guarantee is made for the amount of service that may be purchased
under this agreement.
K8/VVBE - An K8/VVBE goal is not assigned when making a purchase from an approved purchasing
cooperative or other public entity.
RENEWAL OPTIONS - These agreements may be renewed for Uptotwo successive one-year terms atthe
City's option. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL .
The Finance Director certifies that funds one available in the current operating budget, as appFophated, of
the participating departments.
B[}N\04-0183\LGS
TO Fund/AccountlCenters FROM Fund/Account/Centers
Submifted for City Manager's Office W. Richard Zava|a (Acting) /6183\
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (O357)
Pete Anderson (87B1)
Loguaozu: 139U4-0183 Page 2of2