HomeMy WebLinkAboutContract 41219CITY SECRETARY
CONTRACT NO . L\ \~}:\-
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 Karen L. Montgomery , its
duly authorized Assistant City Manager, and TEKSYSTEMS INC ., a Maryland corporation and acting by
and through Adam Oxenreider, its du ly authorized Sen ior Manager of Operations , each individually
referred to as a "party" and collectively referred to as the "parties ."
CONTRACT DOCUMENTS:
The Contract documents shall include the following :
1. This Agreement for Professional Services
2. Exhibit A -Statement of Work plus any amendments to the Statement of Work
3. Exh ibit B -Pricing and Payment Schedule
4 . Exh ibit C -Non Disclosure Agreement
5. Exhibit D -Network Access Agreement
6 . Exh ibit E -DIR-SDD-1117
All Exhib its attached hereto are incorporated here in 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
Serv ices Agreement shall control.
1. SCOPE OF SERVICES.
Consul tant hereby agrees to provide the City with professional consulting services for the staff
augmentation , specific contractor project duties as defined by the City , permanent placements , and
othe r duti es as set forth in Exhibit "A" Statement of Work wh ich is attached hereto and incorporated for
all purposes to this Agreement.
2. TERM .
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreemen t ("Effective Date ") and shall expire on August 31, 2011 ("Initial Term "), unless
terminated earlier in acco rdance with the provisions of th is Agreement. Following the Initial Term , this
Ag reement shall be renewable at the option of the City for two (2) additional terms of one yea r each (each
a "Renewal Term "). The City shall provide Consultant with written notice of its i ntent to renew at least
thirty (30) days prior to the end of each term .
3. COMPENSATION.
The City shall pay Consultant per terms of ind iv idua l executed to work orders in accordance with
Exhibit "B", "Professiona l Hourly Rates and Permanent Placement Cost ", which is attached hereto and
incorporated for all purposes inciden t to this Agreement. Each individual work order sha ll be listed as
Appendix 8 -1, Appendix B-2 , Appendix 8-3 and so forth , and each work order shall be attached and
incorporated into the Agreement. Each work order shall set forth the name of the personnel to provide
the services , the specific project to which the personnel wil l be assigned ; the specific services to be
prov ided by the personnel ; the start 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
personne l.
Profes si onal Se rvices Agree men t
TEKsys tem s , Inc.
Page 1 of 16
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OFFICIAL RECORD
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FT. WORTH , TX
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The total aggregate amount of compensation to be paid unde r this Agreement , inclusive of all
work orders , shall not exceed $211,016.00 on an annual bas is.
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 shalt not
be liable for any additional expenses of Consultant not speci fi ed by this Agreement un less 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 fu nds 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 Duties and Obligations of the Parties.
In the event that th is 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 term inat ion . Upon term ination of this
Agreement for any reason , Consultant shall prov ide the City with copies of all completed or
partially completed documents prepared under this Agreement.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
exist ing or potential conflicts of interest related to Consultant's services under this Agreement. 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
confidentia l and shall not disclose any such information to a third party without the prior written approval
of the City . Consultant shall store and maintain City Informati on 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 i ntegrity of any City information has been
compromised or is believed to have been compromised .
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract , or the final conclusion of any audit commenced duri ng 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 appropria te work space in order to conduct
audits in compliance with the prov isions of this section . The City shall give Consultant reasonable
advance notice of intended audits .
Profess iona l S ervic es Agre emen t
T EKs ystem s , Inc .
Page 2 of 16 Revised November 5, 2010
•
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 exam ine 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
prov isions 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 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 the negligent acts and omissions of its officers , agents, servants ,
employees , contractors and subcont ractors i n the performance of services pursuant to th is agreement.
Consultant acknowledges that the doctri ne of respondeat superior shall not apply as between the City,
its officers , agents , servants and employees, and Consultant , its officers , 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 Jo int employer of Consultant or any officers ,
agents , servants, employees or subcontractors of Consu ltant. 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 ta)(es on behalf of itse lf , and any of its officers , agents , servants , employees or subcontractors .
8. LIABILITY AND INDEMNIFICATION .
A. LIABILITY • 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), OR WILLFUL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
B. INDEMNIFICATION • CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS , SERVANTS OR EMPLOYEES IN THE PERFORMANCE OF SERVICES
PURSUANT TO THIS AGREEMENT.
C. COPYRIGHT INFRINGEMENT -Consultant agrees to defend, settle, or pay, at its own cost and
expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or 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 all 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
Consultant timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the software and/or documentation or any part thereof is held to
Professional Services Agreement
TEKsystems , Inc .
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infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Consultant shall, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
software and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or (d) if none of the foregoing alternatives Is reasonably available to
Consultant, terminate this agreement and refund to City the payments actually made to
Consultant under this agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties , obligations or rights under th is
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 obl igations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prio r to the
effective date of the assignmen t. If the City grants consent to a subcontract , the subcontractor shall
execute a written agreement with the Consultant referencing th is 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 obl igations may apply . The Consultant shall provide the City with a fu ll y
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 effect pr ior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liabi li ty
$1,000,000 Each Occurrence
$1 ,000 ,000 Aggregate
(b) Automobile Liab ility
$1 ,000 ,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees , agents,
representatives in the course of the providing serv ices under this Agreement. "Any veh icle " shall
be any vehicle owned , hired and non-owned
(c) Worker's Compensation -Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease -per each employee
$500,000 Disease -policy limit
This coverage may be written as follows :
Workers ' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers ' Compensation Act (Art. 8308 -1.01 et seq . Tex. Rev .
Civ . Stat.) and m inimum pol icy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and $100 ,000 per disease per
Profess iona l Services Agreement
T EKsystems, Inc .
Page 4 of 16 Revised November 5, 2010
employee
(d) 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 Requirements
(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 , officials , agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of 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
Management. If the rating is below that required , written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11 . COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
Professional Servic es Agreement
TEKsystems, Inc .
Page 5 of 16 Revised November 5, 2010
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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.
12. 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 .
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: Karen Montgomery, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102 -6311
Facsimile: (817) 392-8654
14. SOLICITATION OF EMPLOYEES.
Name of Consultant
Attn :
Address
City , State, Zip
Facsimile:
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 .
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER .
The failure of the City or Consultant to insist upon the performance of any term or provision of
th is 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 .
17. GOVERNING LAW/ VENUE .
Thi s 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 th is 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 th is Agreement is held to be invalid , illegal or unenforceable , the validity,
Profess ional Services Agreement
TEKsystems , Inc .
Page 6 of 16 Revised November 5, 2010
legality and enforceability of the remaining provisions shall not in any way be affected or impaired .
19. 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 , including, but not
limited to, compliance with any government law, ord inance or regulation , acts of God , acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority , transportation problems and/or any other similar causes .
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only , shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21 . REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised th is
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 Agreemen t or exh ibits hereto .
22 . AMENDMENTS.
No amendment of this Agreement shall be bi nding 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 Agreement , includi ng the schedu le of exh ibits atta ched hereto and any documents
i ncorporated herei n by reference , conta i ns the entire understanding and agreement between the City
and Consultant , their ass igns and successors in interest , as to the ma tters conta i ned herein . Any prior
or con temporaneous oral or written agreement is hereby declared null and vo id to the extent in conflict
with any provision of this Agreemen t.
24 . SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
th is agreement on behalf of the respect ive party , and that such binding au thority has been granted by
proper order , resolution , ord i nance or othe r au thorization of the entity. The other party is fully entitled to
re ly on this warranty and represen tation in en tering into th i s Agreement.
25 . COUNTERPARTS .
Th is Agreeme nt may be exe cuted in one or more counterparts and each counterpart shall , for all
purposes , be deemed an or iginal , but all such counterparts sha ll togethe r constitute one and the same
instrument.
26 . WARRANTY OF SERVICES.
Consultant warrants that its seNices 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 seNices are comp leted . In such event , at Consultant's option, Consultan t
shall either (a) use commercially reasonable efforts to re-perform the serv i ces in a manner that conforms
Profes s ional Servi ces Agree me nt
T EKsystems , In c .
Pag e 7 of 16 Revise d No vember 5, 20 10
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with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconfom,ing services.
27. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to detem,ine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection . The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the fom, attached . The City's acceptance will not be unreasonably
withheld . Th is section shall apply only in instances where set deliverables and/or milestones have been
clearly specified in an applicable Work Order.
28. NETWORK ACCESS.
If Consultant requires access to the City's computer network in order to provide the services
herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "D"
and incorporated herein for all purposes .
29. 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 perfom, work under this
Agreement. Consu ltant shall complete the Employment Eligibility Verification Fom, (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees , and
upon request , provide City with copies of all 1-9 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 tem,inate this
Agreement for violations of this provision by Consultant.
30. INFORMAL DISPUTE RESOLUTION.
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
commence the resolution process and make a good faith effort, either through email, mail, phone conference,
in person meetings, or other reasonable means to resolve any claim , dispute , breach or other matter in
question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute , then the parties may submit the matter
to non-binding mediation in Tarrant County , Texas , upon written consent of authorized representat ives of
both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each
party shall be liable for its own expenses, including attorney's fees ; however, the parties shall share
equally in the costs of the med iation . If the parties cannot resolve the dispute through mediation, then either
party shall have the right to exercise any and all remedies available under law regarding the dispute .
Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this
infom,al dispute resolution process, the parties agree to continue without delay all of their respective
Profess ional Services Ag re eme nt
TEKsystems, Inc .
Page 8 of 16 Revised November 5, 2010
duties and obligations under this Agreement not affected by the dispute . Either party may , before or
during the exercise of the informal dispute resolution process set forth herein , apply to a court having
jurisdiction for a temporary restra ini ng order or preliminary injunction where such relief is necessary to
protect Its interests.
31. TERMINATION OF PREVIOUS AGREEMENT .
Execution of this Agreement terminates City Secretary Contract ("CSC") No . 32159 as amended
by CSC Nos. CSC-37282, 32159-A2 and 32159-A3 (collectively the "Previous Agreement').
Notwithstanding the foregoing , all services currently being prov ided 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 continue under this
Agreement unless and until the City prov ides notice to the Consultant that such services are no longer
needed , upon termination or expiration of this Agreement , or upon expiration of the individual work order
pursuant to which the services are being provided , whichever occurs first:
Append ix 37282-83 -Personnel Assigned : Don Morris
Appendix 37282-82 -Personnel Assigned : JoEllen Vinton
Appendix 37282-85 -Personnel Assigned : Jim Gipson
Appendix 37282-86 -Personnel Assigned : Keith Edwards
Appendix 37282-87 -Personnel Assigned : Bill Lueg
Appendix 37282-88 -Personnel Ass igned : Brian Davis
Appendix 37282-B12 -Personne l Assigned : Cheryl Nifong
Rate : $30 .00
Rate : $77 .00
Rate : $38 .50
Rate : $38 .30
Rate: $33.00
Rate: $34.00
Rate : $78 .00
[SIGNATURE PAGE FOLLOWS]
Professional Se rvices Agreement
TEKsystems , Inc .
Page 9 of 16 Re vised No vember 5, 2010
IN WITNESS WHEREOF, the parties hereto have executed this Agreement In multiples this ~ day of ""bP t • +.,l,:.e I 20 .\.0-•
ACCEPTED AND AGREED:
CITY OF FORT WORTH :
By:~
9
~Ll,
Assistant City~ --/
Date : _J'--~-/--"'?__._h-=-/_0 _
CONTRACT AUTHORIZATION:
M&C: e,,-a<J tao~
Date Approved : l\ \ \ L1 \., L 0
Profess iona l Services Agreement
TEKsystems, Inc .
Page 10 of 16
::,KS24?A
Name : Adam Oxenreider
Title: Senior Manager of Operations
Date : 11-18-10
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH , TX
Rev ised November 5, 2010
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 . Projects 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) Bus iness Flow diagram
(h) Security considerations
(i) Interfaces
U) Technical Requirements
(k) Capacity Planning
(I) 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 skil l sets for the contractor(s), the number of contractors needed, and list
the contractor(s) with a resume for each person named . Addit ionally , 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 vendor may submit
candidates for consideration to be hired . If the City hires an individual referred by the
Professional Services Agreemen t
TEKsystems , Inc .
Page 2 of 16 Revised November 5, 2010
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
i. Full legal name
ii. Date of Birth
iii. Driver's license number and state issue
iv. Proof of negative drug test
4 . Requ irements Statement:
For each response to a City of Fort Worth's Requirements Statement , TEKSystems , Inc .
w ill 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 min imum 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.
Professiona l Servic es Agreemen t
TEKsystems , Inc.
Page 3 of 16 Revised November 5, 2010
Exhibit B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates
Professional Staffing Category
Analyst
Application Desiqner
Business A nalyst
Client Server Developer
Client Server Specialist
Computer Operator
Customer Suooort Specialist (Help Desk)
Customer Support Specialist (Desktop Support)
Database Administrator
Database Specialist
Design Analyst
Documentation Specialist
GIS Proarammer/Analyst
GIS Techn ician/Analyst
Internet Spec ialist
Network Administrator
Network Specialist
Operations Manaqer
Process Analyst
Programmer
Programmer Ana lyst
Project Leade r
Pro ject Manager
Software Tester Analyst
System Administrator
Systems Integrator
Technical Suooort Specialist
Technical Writer
Telecommunications Soecialist (W ireless)
Telecommunications Specialist (Telephone/Wired)
Web Analyst/Desiqner
Web Developer
Web Programme r
Prof ess ional Servic es Ag ree me nt
TEKsystem s, Inc.
Page 4 of 16
CISV Rate CFWRate
$ 150 $ 115
125 100
115 95
120 95
125 105
45 45
45 42
45 45
150 105
165 120
100 95
80 75
88 85
88 80
100 92
90 80
110 90
85 85
120 100
125 95
125 100
135 110
150 120
85 75
90 85
70 70
75 65
85 75
125 90
125 85
90 85
100 90
100 90
Revised November 5, 2010
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.
Professional Services Agree ment
TEKsystems, Inc .
Page 5 of 16 Revised November 5, 2010
EXHIBIT C
Non-Disclosure Agreement
This is an agreement between JJf~Fort Wort~ity") located in Fort Worth , Texas, Tarrant
County, USA and ~~j ("Recipient") located in:
Mp.rykMJ.-. It is hereby
acknowledged, agreed and understood, that by entering into this Agreement, the City may be
disclosing confidential and proprietary information of a technical or commercial nature, or
irtformation 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 techn ical 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 cons idered 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. ff 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 Agreement expire
Profess ional Services Ag reement
TEKsystems, Inc .
Page 6 of 16 Revised November 5, 2010
five (5) years after the date of execution.
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.
Professional Services Agreement
TEKsystems, Inc .
Page 7 of 16 Re vised November 5, 20 10
EXHIBIT "D"
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties , Texas, and TEKSYSTEMS INC.
with its principal location at , ("Contractor").
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). Contractor wishes to access the City's network in order to provide professional
consulting services for the staff augmentation , specific contractor project duties as defined by the City,
permanent placements , and other duties description of services. In order to provide the necessary
support, Contractor needs access to [Internet, Intranet, email, HEAT System, etc.].
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 professional consulting services for the staff augmentation,
specific contractor project duties as defined by the City, permanent placements, and other duties
ascription of 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 (E lectronic 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 exp ire 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 , wh ichever occurs first. Services are being provided in accordance with City Secretary Contract
No .
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 serv ices 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 g ives
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 Network and Contractor's Data , term inate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity .
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Vendor Network Access Agreement Rev. 12/10/2009
...
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software prov ided 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 Security. 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 conta ins City-prov ided access software , termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials .
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES , SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH , AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION($) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION($) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents , employees , and
representatives , agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a th ird party without the prior written approval of the City. Contractor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access , mod ify, delete or otherwise corrupt C ity Information in any way. Contractor
shall notify the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised .
10. Right to Audit. Contractor agrees that the City shall , during the initial term , any renewal terms ,
and until the expiration of three (3) years after te rmination or exp iration of this contract , have access to
and the right to examine at reasonable times any directly pertinent books , data, documents, papers and
records , both hard copy and electronic, of the Contractor involv ing transactions relating to this
Agreement. Contractor agrees that the City shall have access during normal working hours to all
necessary Contractor 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 Contractor
reasonable advance not ice of intended audits . Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, during the initial term , any renewal terms , and until expi ration of three (3) years after terminat ion
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books , data, documents, papers and records, both hard copy and electron ic , of such
subcontractor involving transactions related to the subcontract, and further that Ci ty 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 provis ions of this paragraph .
C ity shall give subcontractor reasonable notice of intended aud its .
Vendor Network Ac cess Agreement
TEKSVSTEMS INC.
2
Rev. 12/10/2009
·-
T
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts , agreements, understandings or acknowledgments with the City signed by Contractor. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void .
14. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired .
15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law/ Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein .
ACCEPTED AND AGREED:
CITY~WORTH: .
By: tU.£./1 ~ Karen L. Montgomery
~;~~tant c~ ~r-;;a
I
Vendor Network Access Agreement
TEKSYSTEMS INC.
3
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Rev. 12/10/2009
• f • } ,,
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Hom •
TEKsystems, Inc.
UIIIL Venelo r WeOSile
Vendor ID 1522010575100
HUa Type Non HU B
Tl!luystema, Inc.
Contact ~el Thomu
Ptlofte 512 -249-4944
fax 512-249 -4990
Contr act Overview
Prl clnt : Prlclnt Appendix
EX HI BI T ~
T•••e .go v S.curlty ocs
DIii Contract Num..... DI R-SD0-11 17
Contract Term l!nd Oat• 8/31 /2011
Contract l!xp Data 8/31/20 13
DIR
Contact Ai ko Morale$
Phon• (512) 475-05 15
Fax (512) 475 -4759
Pricin9 for available products and/or services are lim i ted to those identified 1n the pnclnQ
section of the m a in cont ract document listed above .
< No thanks, r!lturn to surch
Resell er Vendor ContacU
fhere dre no r esell@~ associated w,tt, ttl1s contract
(.~pttot C..omplex Directo ry
Stdtewteie Se an:.h
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How to Order
1. For product and priCl n<J Information, visit the
TEKsystems, l~ website or contact Rll<:Jl e!
Tho m c15 at 512-249 -4944 .
2 . Gen e rate a purchase order, made paya ble to
TEKsystems, I nc .. You must reference the DIR
Contr!lct Number DIII-SDD-1117 on your
purchase order.
J . E-mail or Fax your purchase order and quote
form to your deslQnated vendor sales
representativ e .
Available Bra nds
There are no brands associated w ith this contract
Available Products • Services
IT Sta ffing Services
Additional Con tract Inform•t lon
Th e re are no additional documents assooated with this
co ntract
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IT Staffing Serv ices T itles -Short Descripti ons
The foll ow i ng is a li st of Jo b categ or ies and descri ptio ns ava ilable t hrough D IR 's IT St affing Services contracts.
• Bu sine ss An a lyst
• Data ba se Adm i nistr ator
• Data ba se Arch lte<;t
• Da t:.t Wa r ehouse Architect
• Developer An alyst
• Develo per
• Enterprise Arc hitect
• Hel p Des k
• Network Adm inistrator
• Netwo r k Engineer
• Pr oject Le ad
• Project ManaQe r
• Software Test Analys t
• System Analy~
• Technical Support
• Technical Writer
Business Analyst
Reviews, analyzes, and evaluates business systems and user needs to form ulate solutions that add re ss business
strategies. Prepares so lution options , id entifies risks , and performs required financial analyses. Documents detailed
description of user needs, progra m functions , and steps r eq uired to develop or modify com puter programs .
Databa se Adm inist rator
Responsible for data analysis and database management. Involved in maintenance , enhancemen t , designing of data
dict ionaries, physica l and logical database models, and performance tuning . Coordinates physical changes to
databases; co des, tests, and implements ph y s,cal database, applying knowled ge of data base m anagement system .
Designs logica l and physlcal databases reviews description of changes to da taba se design to understand how
chanQes to be made affect physical data base .
Back to To p
Databa H Architect
Designs and builds relational databases . Develops st r ategies for data acquisitions, archive recove ry , and
im plementation of a da tabase . Desig ns, develops and manipula tes database management systems, data
warehouses and mult idimensional da taba ses . Optim izes an organiza t io n's strategic goals through the use o f
enterprise data standards .
Data WarehouH Ar ch itect
Design s, implements, and supports da ta warehou sing for business 1ntell1q ence r ep ort ing . Understands data
warehouse Metadata con cepts , tools and cllffer en t data warehouse methodologies . Defines i nterlaces , fun ctio nal
spec ifications , re latio nal and r11 m en s1onal model ;,nd physical d esign . Resp on si ble fo r t he ongo ing ar chitec ture and
des ign of t he data warehouse , data mart , <1nd reporting environments .
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Developer Analyst
Page 2 o
Plans, develops, tests, and documents computer programs, applying kn o wledge of programming techniques and
computer systems . Work Invol ves assisting 1n anal y zing syste ms to develop programs for computer applications,
writing solution programs, documenting the methods and pro cedures used In program development, and testi ng and
correcting programs .
Developer
Develops or modifies computer programs using project specifi cations, statements of problems, and standard
procedures. Prepares or receives detailed specifications to describe the sequence o f steps that a program must
follow Includ ing the input, output, and logical operatio ns involved . Converts detailed specifications to language
processable by computer .
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Enterprise Architect
Responsible for translating the cli ent's business requirements into specific systems, applications or process designs
with in terlocked financi al modeling for very la rge complex technical solutions. Analyzes customer service
requirements and designs service solutions to meet those objectives . Serves as a pri mary expert to construct the
specific solution , scop e document, r i sk profile, and corresponding financials. Maintains and utilizes detailed industry
and internal services knowledge in the construction of industry -leading services solutions, i nclud ing expert working
level knowledge of the processes, technologies, and people co mponents Involved in the services arena. Us es
expertise to construct specific and detailed solutions that encompass process, technology, and staffing plans for
customer sales opportunities . Constructs risk assessments and corresponding remediation plans rel ative to complex
services proposals . Partici pates i n the construction of detailed financial models that align w i th complex services
proposals .
Composes Statement of Work or other documents, using departmental automation tools as available , to craft
detailed and accurate deliverables that specify processes, technology, staffing, and project management involved In
proposed service s solutions . As needed, provides a ·trusted expert advisor• role as a Su bj ect Matter Expert for
technical services, to both internal and external customers, ranging from formal advice to internal and external
customer presentations . Follows all organizational Standard Operating Procedures relative to cost modeling,
approvals and rev iews, and all other assoc iated w o rkflow and de l iverables.
Help Desk
Provide technical assistance to computer system users on a variety of issues . Identifies, researches, and reso lves
techn ical problems . Responds to telephone ca lls, email and personnel requests for techn ical support. Do cumen ts,
tracks, and monitors the problem to ensure a timely resolution . May provide assistance concerning the use of
computer hardware and software, including printing, installation , word processing, electronic mail, and operating
systems.
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Network Administrator
Installs, configures, an d su pports an orga n iza t io n's loca l area network (LA N), w ide area network (WAN), and
Internet system or a segment o f a network system. Monitors network to ensure network ava ilabil ity to all system
users and perform necessary maintenance to sup port network availability. May implement network security
m easures. Ma intains the network's physical and logical structures, including n etwork connections . Prepares and
analyzes statistics on network utilization and ava ilability . Performs tuning and capacity planning acti v ities to
enhance the performance of t he network resou rce s .
Network Engineer
Res pons i ble for installing networking technolog ies and sup porting networks. Assesses existing network
confi gurations and ma k es recommendations ba sed on product specifica t ions . Con fig u res equipment and so ~ware to
meet business needs, t r ains others on the sol ution , and documen ts th e solution fo r ongoing support . Provides
tec hn ical support and ass ist s with the design o f network solu t ions. Requires experie nce 1n the tec hnical se rvic es and
support f ield as well as experience in ne two rk administrat ion (O HCP, DNS , rou ters, fire wall , et c.).
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Project lead
Responsible fo r day-to ·day ma nagement of a proJect team, prov iding technica l team and leadership on co mplex
pr oiects. Having full t ech nical k no wledge o f <1 11 ph ases of ap pll ca t1 ons systems anal ysis and/or pr ogramming ,
manages ex ec ution of design , dev elop men t, tes t ing and implementatio n ac t ivit ies ; activel y en courages and
fa c il itates communi cation be tween the bu sin ess anal ysts, developmen t , and QA te am s; and ensures that system
requirements are documented , complete , accurate an d approved .
Project Manager
Des igns, plans, and coo rdinates work te am s . Fo ll o ws standard project man agem ent industry practice s . Understands
business and t echni cal o bjectiv es o f a pr oject and wo rk s c lose ly with proJect sponsor Creates project charter and
wo rk plan and track s budget and schedule progress via appro priate metrics . Docu ments ri sks and d evelops
m1 t 1q at 1on p lans , manaqes sc ope , .ma cr Pates ,rnd i mple ments d cornmunicat1 0 11 plan l r!ent1nes , tr;ic k s , ;ind
ensu re s res o lut1n n of iss ues ilfl <I remov al o f barrier s
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-c;:;;:, ---• • -_._.. • • u "'~ U I I V l \ LJ \,..,:l \.,l I l-lUUI ·~ Pa ge 3 o
Capitol Com p lex Di rectory
Statewide Search
Sponsored Sites
Planneo Procur ement Schedul e
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Software Test An•lyn
De velops, publishes, and Implements test plans . Wri tes and maintains test automation . Evaluates, recom mends,
and implements automated test tools and strategi es . Develops, maintains, and upgrades auto ma ted test scripts and
architectures for appli cation products . Also writes, im plements, and re ports status fo r sy stem test cases for testing.
Syatem An•lyst
Reviews, analyzes, and evaluates technical systems to assess effect iveness and to formulate n ew or unproved
techn ica l solutions . Determines operational , technical, and su p po rt requirem ents fo r the locat io n , installation,
operation , and maintenance of various equ ipment and system s . Assists In the design, develop ment, and
maintenance of various computer ap p li cations .
Bac k t o Top
Technical Support
Provides assistance in the design , development, and maintenance of vario us system applicat io ns. Installs,
maintains, moves, and assists in tes t ing and up grading new an d existing hardware and software . Mai n tains t he
necessary securit y controls over software . May develop and make prese ntations fo r training sessions . Prepares
briefings, reports, and evaluations on systems efficiency and utilization. May wri te and update personal com puter
and mainframe applica tion prog rams.
Technical Wr iter
Composes technical documents, m anuals, bulletins , brochures, publications, training manuals , and/or special
reports . May develo p on -line source documentation and maintain documentation libraries, templates, and
subscripti on list s . May also be responsib le for coo rdinatin g th e disp la y of grap hics and the production of the
do cumen t.
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For full descri ption• of IT Staffing Service• titles, Contract Term• and Condition•, pricing and more,
pleaM click hflr•.
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300 W . 15th St . Ste. 1300
Austin , D< 7870 1 MAP
512 .47 5 .4 700
1tt p ://www2 .di r.s tate . tx . us/ict/contrac ts/i tstafti ngserv i(:es/Pa~es/i tstalli n1J:s horttitl edesci nt inn<: ::i<:nv I ()/IV'>() 1 I\
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Home Co ~ot, Contracta Texa1.gov Security DCS CTS IT leadership About DIR Contact Ua
let Cooperativi contracts· l 1 · ·
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lncre~se,Your Technology Buying Power today '.' -,,,
Co-op Contracts > Search JCT Produm a Servfcw > IT Staffing Service. > IT Staffing Service. T~hnology Typee
Deliverables-Based IT
ServlcH
IT Sufflng Service•
IT Staffing_ Services -
Procuri ng a Worker
IT Staffing Services
Titles -Short
Descripti ons
IT Staffing Services
Titles • Full Descripti ons
rT St<'lffing Services
Technology Types
Vendor Metrics
Presentati on • June 2007
meeting
Vendor Metrics
Presentation Q&A -June
2007 meeting
DIR -Product and
Services_ NQ Item Codes
TEX-AN
Technology Types
These are gu ideli nes that are designed to provide a limited amount of price flex i bil ity based on current market
conditions . They are not mutually exclusive and completely exhaustive li sts . A technology can be categorized Into
multiple Technical Types depending on factors such as version . For example, "Software X" version 1.0 may be
ca tegorizes as Legacy whereas that same "Software X" version 9 .1 may be categorized as Emerging .
Legacy
Definition
Technologies or skills that are
mature and long lasting in the
market place . There Is generally a
higher supply and lower demand for
people with the tec hnologies or skills .
Core
Technolog ies or skills that are
currently commonly found in the
marketplace . There is generally an
average su pply and demand for
people with these technologies or
skills .
Emerging
Technologies or skills that are new
or specialized In the marketplace .
These may i nvolve a unique or
high le vel of technical complex ity .
There is generally a higher
demand and a lower supply for
people with these technologies or
sk i lls.
The lists shown below are not mutually exclusive nor completely exhaustive.
The list shown belo w is not all
inclusive.
Legacy
Technologies • Skills
4GL Programm i ng with Pl/SQL
AS/400
CI CS
CO BOL
D ataba se -Ma in frame
DB2
OC /D B2
GIS -D1g itizing/Sc ann1 ng/Oata
1ollec t io n
The list shown below is not all
in clusive.
Core
.Net, Visual Studio .Ne t , ASP .Net
Access
AS P
CAOO
Checkpo111t Fi r ew all
Ci sc o
Cli ent Serve r Opera t ing System s
Co ld Fus io n
I MS OB/DC Da t abase -Client Serv er
ListServe DSF
Performan ce Monitori ng -Mainframe Enc ry ption
SAS Fl ash
The list shown below is not all
inclusive.
Emerging
Sightllne
Co gnos
Data Center (Unisys OEM Version)
Da ta warehouse
EC/EDI
Fl leNet
GIS -I nfrastruct u re
SAP / Peop le So ft any ERP
SMS 2003
Websphere/MQ Seri es
Analytica l and Tech n ic al
Ar ch it ec t ure ( Business Pro ces s
Map p i ng usi ng UML, Enterprise
Ar ch itect NET Microsoft , an d
Enterpri se Ar c h it ect
Spdrxsystem s )
Mlf1r1 1ewdre (npen o,stnh uted
http ://www 2 . di r .s tate . tx . us/ict/ contracts/i tstaffingservices/Pages/i ts taffi nl!techtv oes. a'l nx 1 ()/Jl /',O 1 fl
~~""'!, '-''-''''-'-"' 1'-\..ILIIVIV~)' l)'µt::S
SMS and AIX Platform
TSO
Unisys
Visual Fox Pro
Visual Source Safe
Powerbullder
NATURAL and ADABAS
Flowcharting using VISIO
Process Modeling
PowerPoint
MS EXCEL
Unix and Unix -like Operating
Systems
Page 2 ot
Transaction Integrator ( ODT!,
Un i sys -Proprietary), WebMethods
6 .1, publish Subscri be, Data
Transformation, Asyn chrono us
Messag ing, and Trading Networks
FormWare Tivoli
GIS -Programming/Analytical (C/S, Veritas
Web -Deployment), ESR!, ARINFO
Host Publishing
Imaging Systems (Onbase, Key File,
Info Image)
Intelligent Transportation Systems
( !TS) (Traffic congestion, weather
monitoring, programmable signing,
pavement sensing, and other such
devices)
IQU+l
!SA
Ja va , JavaScri pt
JSP
LAN/WAN Support
Lotus Dom i no
M/S Active X
SQL Server
Netegrety Siteminder
Oracle
Performance Monitoring -Client
Server
Pl/SQL
Visual Basic
Remedy
Security (encryptio n)
Web (Visu al Source Safe, Acc ess ibil ity
Standards (ACC Verify, Macro Med i a,
506), DreamWeaver, and Homesl te,
Photoshop , Fir ew o rks, Pa int Shop
Pro)
SOAP
Wi ndows XP
XML (XML, Spy , Da ta Bas e Sc he mas
and su pp ort, and XSLP)
Dat abase -Mix ed Pla tform
Se rvlets
Re porting Too ls ( eg Crystal )
OmniPaQ e Pr o rest i ng To ols
( Lo ad Ru nne r /Wi nR un ne r)
Homesite
HTML
Dream Weaver
Fro ntpag e
Acc ess1b 1ilty Sta nd ard s (ACC Verify ,
Macro Med,a , I TB 50 8 )
Unix and Un i x -like Operating
Systems
Business Process Management
{There are complete suites of tools
that are becoming available for
managing business processes and
the automated systems that are
supporting those processes.)
http ://www2 .dir .s tate .tx.us/ict/contracts/it staffing service s/Pa~es/itstaffingtechtvoes .a '\nx I ()/SV?n I n
C.,pltol Complex Directory
Statewide Search
Spansor ed Sites
Pl anned Procu r ement Sche<:!ule
CI C II
Com/Com+ /DCOM
Data Modeling
SQL
'Ca pacity Planning
I
MS Pr oject I Unix and Unix-like Operating Syst ems :
Business Pro cess Reengineerlng I I !
Jo i nt App lication Develop ment/Rapid I
; Ap p lication Devel opment
l'age 3 o t
For descriptions of IT Sbfflng Services tltl .. , Contract Terms and Conditions, pricing and more, plea-
cllck he, •.
If you have any questions, please emall Aiko Mor•'" or contact her by phone at 512-475-0515.
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Home Co -o p Contracts fexas .qov Security DCS CTS IT Lead ersh10 About D IR Co n ta ct Us
({) Department o f I nfo rmat1 on Resou rces 20 10
Dept. of Information llesoun: ..
300 W . 15th St. Ste . 1300
Austin , rx 78701 MAP
512.475 .4700
http ://www2 .<lir .s tate .tx .us/ic t/contracts/itstaffingservices/Pa ges/i ts taffingtechtypes.aspx I 0/8/2010
t'age I ot
I"' E-'nter=---=-Seorcll="-C:c..nt.:..::ena=----·__,J E!l9
Home Co -op Contract• T••••.gow Security ocs C TS 1T Lead•nh l p A bout DIR Contact Ua
let co, ... ~nilvi r'oniractr . l~~rma~~~ .E]9T.i.i~~cations Technology . in,
l~c.cej~~Your Technology Buying Power today ... ~~
< lletUr!I to Hel'(;lt r .. 11,U
TEKsystema, Inc.
Ult&. Vendor Website
Vendor ID 1522010575100
HUS Type Non HU B
Tl!IUyateme, Inc,
Contact R4<;1!el ThomH
Phone 512 -249-4944
, •• 512 -249-4990
Contract Overview
Ge t A<!O.be Reader
Pricing: Pricing Appendix
DIil Contract N11mber DIR ·SDD·l 117
Contract Term fnd Date 8/31/20 11
Contract fxp Date 8/31/2013
Dllt
Contact Ai ko Morale,
l'tlone (512) 475-0515
Fax (51 2) 475 -4759
PndnQ for ava ilable products and/or services are lim ited to those rdent1fied In the pncin<J
section of the main contract document listed above .
< No thank.I, return to , .. rch
Reseller Vendor Contlllcts
Th ere are r\O ,.es.!Uers associated with th,s contraa
r ,tp1 t o l (o mpfe• 01 r 4!<.'t o ry
State w KJ e Seuttl
Soonsored Sites
Pl an ned Procurem ent Sctledu~
Doc ument Librdty
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Homeland Secunty
Sunnt R.ev~w No<lfK aUon
f A.Q~
S,te Po licies
Si te Mtg
Jo b Postings
How to Order
1. For product and prlclno mfor mat1on, visit t he
TEKsys tems, lnc. websi te or con tact RaQiel
Thom ~ at 512 ·249-4944 .
2. Generate a purchase order, m ade payable to
TEKsystems, Inc .. You must re feren ce the DIR
Con tract Number Dlll-SDD-1117 on your
purchase order .
J . E-mail or Fax your purchase order and quote
form to your deslgnato,d vendor sales
representative.
Available Brandi
Th ere are no brands assoc iated with thi s contract
Avallable Products • Services
IT Staffing Services
Additional Contract Information
Th er e are no additional documents associ ated with t his
contract
Dept . o f Jnformatton l:eaourc ..
JOO W l '.>fh <;t Ste t JOO
Austin , rx J~70l MAP
512 4/c;.4 700
d,iuH • ( O O U ( ()l'lr 11 !\ I u ,r,t\ JO Y ' ... OJ !,,,,. P( <., I T~ j f ! ,•,1d ••r<,n1 p fl t..-1•1! r',[R t ,,11 r,,, t 1; ..
http ://www2.di r .s tate .tx .us/ict/co ntracts/Pages/Details .aspx ?dir contract number=DIR -SDD-I I I 7&Rctum... 8/5/20 IO
Appendix A
Standard Terms and Conditions For Information Technology StalJ Augmentation Contracts
(ITSAC)
Table of Contents
I . No Quantity Guarantees ......................................................................................................... I
2. Definitions .............................................................................................................................. I
3. General Provisions ................................................................................................................. 3
A. Entire Agreement .......................................................................................................... 3
B. Modification of Contract Tenns and/or Amendments .................................................. 3
C. Invalid Tenn or Condition ............................................................................................ 4
D. Assignment ................................................................................................................... 4
E. Survival ......................................................................................................................... 4
F. Choice of Law ............................................................................................................... 4
G. Limitation of Authority ................................................................................................. 5
4. Contract Fulfillment and Promotion ...................................................................................... 5
A. Service, Sales and Support of the Contract.. ................................................................. 5
B. DIR Logo ...................................................................................................................... 5
C. Vendor Logo ................................................................................................................. 5
D. Trade Show Participation .............................................................................................. 5
E. Perfonnance Review Meetings ..................................................................................... 6
F. DIR Cost Avoidance ..................................................................................................... 6
5. Purchase Orders , Invoices , and Payments ............................................................................. 6
A. Purchase Orders ............................................................................................................ 6
B. Invoices ......................................................................................................................... 6
C. Payments ....................................................................................................................... 6
6 . Contract Administration ......................................................................................................... 6
A. Contract Administrators ................................................................................................ 6
I) State Contract Admini strator .................................................................................. 6
2) Vendor Contract Administrator .............................................................................. 7
B. Re porting and Admini strative Fees .............................................................................. 7
I) Re port ing Res pon s ibi I ity ........................................................................................ 7
2) IJetai led Monthl y Report ........................................................................................ 7
3) Hi sto rically Unde rut ilize d Bu s inesses Subc ontra ct Repo rt s ................................... 7
4) DI R Ad ministrat iv e Fe e .......................................................................................... 8
5) Accura te and T ime ly Submi ssi on o f Repo rt s ......................................................... 8
C. Record s and Au dit ......................................................................................................... 8
D. Co ntract Admini st ration Not ific ation ........................................................................... 9
7. Vendor Res ponsibi Ii ties ......................................................................................................... 9
A. Indemnification ............................................................................................................. 9
8 . Taxes/Wo rk er 's Co mpen sati on/U NEMP LOYM ENT INS URAN C E ........................ 11
J/10/09
Appendix A
Standard Terms and Conditions For Information Technology Staff' Augmentation Contracts
(ITSAC)
C. Vendor Certifications .................................................................................................. 11
D. Ability to Conduct Business in T exas ......................................................................... 12
E. Equal Opportunity Compliance .................................................................................. 12
F. Use of Subcontractors ................................................................................................. 13
G. Responsibility for Actions .......................................................................................... 13
H. Confidentiality ............................................................................................................ 13
I. Security of Premises, Equipment, Data and Personnel. .............................................. 13
J. Background and/or Criminal History Investigation .................................................... 13
K . Limitation of Liability ................................................................................................. 14
L. Purchase of Commodity Items (Applicable to State Agency Purchases
Only) ........................................................................................................................... 14
M . Overcharges . . .. .. . . .. . . . .. . . . . . . . . . .. . . . . . . . . .. . . . . . .. .. .. . . .. . . . .. . . . . .. . . . . . . . . . . . . .. . . . . .. .. . . . . .. . . . . . . .. . . . . . . . .. .. . .. 14
N. Prohibited Conduct ..................................................................................................... 15
0. Required Insurance Coverage ..................................................................................... 15
P. Use of State Property .................................................................................................. 16
Q . Immigration ................................................................................................................. 16
8. Contract Enforcement .......................................................................................................... 16
A. Enforcement of Contract and Dispute Resolution ...................................................... 16
8. Termination ................................................................................................................. 17
I) Termination for Non-Appropriation ..................................................................... 17
2) Absolute Right ...................................................................................................... 17
3) Termination for Convenience ............................................................................... 17
4) Termination for Cause .......................................................................................... 17
a) Contract. .......................................................................................................... 17
b) Purchase Order ................................................................................................ 17
5) Customer Rights Under Termination .................................................................... 18
6 ) Ve ndor Rights Under Termination ....................................................................... 18
C. Force Majeure ............................................................................................................. 18
9 . Notification .......................................................................................................................... 18
A . Notic es ........................................................................................................................ 18
B. Handling o f Written Complaints ................................................................................. 18
I 0. C a pt io ns ............................................................................................................................... 19
I I . Statem e nt o f Servic es to Be Pe rformed ............................................................................... 19
12 . Work O rder So licitatio n / Pu rc hase O rd e r Iss ua nce ............................................................ 19
13 . Ho urly Rate s ........................................................................................................................ 19
14. Ve ndor O ppo rtunities and Pe rformance Metri cs ................................................................. 20
A . Tie red Ve ndo r S truc t ure ............................................................................................. 2 0
J/ I 0/0 9 II
Appendix A
Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
B. Quantitative and Qualitative Measures ....................................................................... 21
15. Vendor Suspension/Demotion ............................................................................................. 22
16. Substitution of Workers ....................................................................................................... 23
17. Predatory Actions; Submission of Workers' Names by Multiple Vendors ......................... 24
18. Alcohol and Drug Free Workplace ...................................................................................... 24
19. No Solicitation of State Employees ..................................................................................... 24
20. Warranty .............................................................................................................................. 25
J/10/09 Ill
Appendill A
Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
1. No Quantity Guarantees
The Contract is not exclusive to the Vendor. Customers may obtain services from other
sources during the term of the Contract. DIR makes no express or implied warranties
whatsoever that any particular quantity or dollar amount of services will be procured
through the Contract.
2. Definitions
J/10/09
A. Customer -any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, and those state
agencies purchasing from a DIR contract through an Interagency Agreement, as
authorized by Chapter 771, Texas Government Code, any local government as
authorized through the lnterlocal Cooperation Act, Chapter 791, Texas Government
Code, the state agencies and political subdivisions of other states as authorized by
Section 2054.0565, Texas Government Code, and, except for telecommunications
services under Chapter 2170, Texas Government Code, assistance organizations as
defined in Section 2175.00 I, Texas Government Code to mean:
1. A non-profit organization that provides educational, health or human
services or assistance to homeless individuals;
11. A nonprofit food bank that solicits, warehouses, and redistributes edible
but unmarketable food to an agency that feeds needy families and
individuals;
111. Texas Partners of the Americas, a registered agency with the Advisory
Committee on Voluntary Foreign Aid, with the approval of the Partners
of the Alliance Office of the Agency for International Development;
1v. A group, including a faith-based group, that enters into a financial or
non-financial agreement with a health or human services agency to
provide services to that agency's clients;
v. A local workforce development board created under Section 2308.253;
vi. A nonprofit organization approved by the Supreme Court of Texas that
provides free legal services for low-income households in civil matters ;
v11. The Texas Boll Weevil Eradication Foundation, Inc., or an entity
designated by the commissioner of agriculture as the foundation's
successor entity under Section 74 .1011 , Texas Agriculture Code;
viii. A nonprofit computer bank that solicits, stores, refurbishes and
redistributes used computer equipment to public sc hool students and
their families ; and
1x . A no nprofit o rgani zation that provides affordable hou s ing.
8. Contract -the document executed between DIR and Vendor into which this
Appendix A is incorporated.
C. CPA -refers to the Texas Comptroller of Public Accounts
D. Day -shall mean business days, Monday through Friday, except for State and Federal
holidays. If the Contract calls for performance on a day that is not a business day ,
then performance is intended to occur on the next business day.
E. Purchase Order -the Customer's fiscal form or format, which is used when making
a purchase (e .g ., formal written Purchase Order, Proc urement Card , Elec tronic
Page I o f 2 5
Appendil A
Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
3/10/09
Purchase Order, or other authori zed instrument).
F. State -refers to the State of Texas.
G. DIR -refers to the Department of Information Resources.
H. Acceptable Candidate -refers to a candidate that meets the stated requirements
pursuant to a Work Order Solicitation and is correctly identified and priced using the
ITSAC Category Pricing as defined in Exhibit B. -start here
I. Acceptable Status -refers to a status earned by a Vendor that will be used to
determine in which tier a Vendor belongs.
J. Active Vendor -refers to Vendors that are given access to opportunities presented
through Work Order Solicitations.
K. Active Vendor Tier -refers to one of two groupings of vendors with which DIR has
ITSAC Contracts. Members of the Active Vendor Tier are provided access to
opportunities presented through Work Order Solicitations
L. Best Value Selection -refers to Work Order Soli c itation selections made by
Customers that do not follow the competitive po sting and review process. The
Customer informs DIR of the intent to select a Worker and submits the appropriate
procurement documentation required for the selection. Customer will determine the
criteria for Best Value Selection and whether or not to use this procurement method .
M. Compliance Check -refers to the DIR staff activity of verifying the contents of
reports and amounts of administrative fee payments made and submitted by Vendors
pursuant to responsibilities under the Contract.
N. Evaluation Period -refers to the three calendar month period that coincides with the
State fiscal calendar. The evaluation periods are September I , to November 30:
December I through February 28 ; March I to May 31 and June I through August
31st.
0. Evaluation Status -refers to the evaluation that is provided quarterly. It is one of
two values: Acceptable or Unacceptable . Vendor s hall be evaluated on its
performance relative to the performance of other Vendors in the same grouping.
P. Hourly Rate -refers to the rate that is charged by the Vendor and paid by the
Customer for se rvices rendered by Worker(s) under this contract. It is calcul a ted a nd
communicated in terms of dollars per hour.
Q. Interviewed Candidate -refers to an Acceptable Candidate th a t was inte rviewed by
the Customer pu rs uant to a Wo rk Order Soli c itation .
R. Invoice -refers to a C ustomer a pproved in strum e nt submitted by Vendor fo r
pay ment o f se rvi ce s.
S. ITSAC -re fe rs to the IT S ta ff A ugme nta t io n Contrac t document executed between
DI R and Ve ndor.
T. No n-response -refers to the Ve ndor's failu re to respond to a Work O rde r
So licitati o n in any three evalu a tio n peri ods over a two year period (co ntig uous o r
not).No n-res po n se ma y re s ult in pl ace me nt in the Sus pend ed T ie r .
U. Not To Exceed (NTE) -re fe rs to the max imum ho urly ra te for whi c h a Ve nd o r has
ag reed to provide Wo rker(s ). By this contract, Ve ndor can provide Wo rker (s) at a
lo wer ho urly rate , but not a higher hourly rate .
V. Opportunity Response Time -refers to the time within which a Ve ndor is e xpec te d
to res po nd to a Wo rk O rder So lici ta ti o n wi th the a ppropri a te resum e(s). T he me tr ic
used fo r expected o pport un ity re spo nse ti me is as e sta bl is hed by the C us tomer .
Pa ge 2 o f 25
Appendix A
Standard Terms and Conditions For Information Tttbnology StafT Augmentation Contracts
(ITSAC)
W. Placed Candidate -refers to an (nterviewed Candidate that was se lected by the
Customer pursuant to a Work Order Solicitation.
X. Purchase Order -refers to the Customer's fiscal fonn or fonnat , which is us e d when
making a purchase (e.g., fonnal written Purchase Order, Procurement Card ,
Electronic Purchase Order, or other authorized instrument).
Y. Rate Schedule -refers to the set of competitive, market driven, standardized ra tes
that will document the NTE hourly rates for ITSAC Workers.
Z. Suspended Vendor -refers to Vendors who are not provided access to opportunities
presented through Work Order Solicitations for a stated period of time .
AA. Suspended Vendor Tier-refers to one of two groupings of vendors with which DIR
has ITSAC Contracts. Members of the Suspended Vendor Tier are not provided
access to opportunities presented through Work Order Solicitations for a finite period
of time.
BB. TPASS -refers to the Texas Procurement and Support Services Division of the
Comptroller of Public Accounts (CPA).
CC. Tiered Vendor Structure -refers to the mechanism by which Vendors are placed
into groups based on perfonnance.
DD. Unacceptable Status -refers to a status earned by a Vendor that will be used to
detennine in which tier a Vendor belongs.
EE. Vendor -refers to awarded lnfonnation Technology Staff Augmentation Contract
(ITSAC) Vendor.
FF. Worker(s) -refers to identified individual(s) who perfonn authorized services under
the supervision of Vendor for DIR Customers and who are employees and/or
s ubcontractors of the Vendor.
GG. Work Order Solicitation -refers to a document submitted to Vendor by DIR
outlining the description of services to be perfonned for a specified DIR Customer.
Work Order Solicitation will include: Number of Workers, Worker skills and
qualifications required by the DIR Customer, the number of hours to be worked ,
duration of engagement with the DIR Customer, a uthori z ed travel , and other relevant
infonnation. The tenn also includes Best Value Selections made by C ustomers, in
whi c h the C ustomer defines Be st Value Selection and infonns DlR of the intent to
select a Worker and submits the appropriate procureme nt documentation required for
the se lection .
3. General Provisions
3/10/0 9
A. E ntire Agreement
The Co ntract, Appendices, an d Ex h ib its constitute the enti re ag reeme nt betwee n D IR
a nd the Vendor. No state me nt , prom ise, conditio n, understan d ing , ind ucement o r
rep resentatio n , o ral o r writte n, ex p ressed or impl ie d , wh ic h is not co ntai ned in the
Con trac t, Ap pendice s, o r it s Ex h ibi ts sha ll be bi nding o r va lid .
8. Modification of Contract Terms and/or Amendments
1) T he te nns and co nditi o ns of the Co ntract s hall gov e rn a ll tran sactions by
C ustom e rs under the Co nt ra ct. The Contrac t ma y o nl y be modifi e d o r a me nd ed upon
mutu a l writte n agree men t of DIR a nd Ve nd or .
Page 3 o f 25
Appendi:I A
Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
3/10/0 9
(ITSAC)
2) Customers shall not have the authority to modify the terms of the Contract;
however, additional Customer terms and conditions that do not conflict with the
Contract and are acceptable to Vendor may be added in a Purchase Order and given
effect. No additional term or condition added in a Purchase Order issued by a
Customer can weaken a term or condition of the Contract. Pre-printed terms and
conditions on any Purchase Order issued by Customer hereunder will have no force
and effect. In the event of a conflict between a Customer's Purchase Order and the
Contract, the Contract term shall control.
C. Invalid Term or Condition
l) To the extent any term or condition in the Contract conflicts with the applicable
Texas and/or United States law or regulation, such Contract term or condition is void
and unenforceable. By executing a contract which contains the conflicting term or
condition, DIR makes no representations or warranties regarding the enforceability of
such term or condition and DIR does not waive the applicable Texas and/or United
States law or regulation which conflicts with the Contract term or condition.
2) If one or more term or condition in the Contract, or the application of any term or
condition to any party or circumstance, is held invalid, unenforceable, or illegal in
any respect by a final judgment or order of the State Office of Administrative
Hearings or a court of competent jurisdiction, the remainder of the Contract and the
application of the term or condition to other parties or circumstances shall remain
valid and in full force and effect.
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor
in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a
subsidiary, parent company or atliliate, or iii) as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
Assignment of the Contract under the above terms shall require written notification by
the assigning party. Any other assignment by a party shall require the written consent of
the other party. Each party agrees to cooperate to amend the Contract as necessary to
maintain an accurate record of the contracting parties.
E. Survival
All applicable service agreements that were entered into between Vendor and a Customer
under the terms and conditions of the Contract shall survive the expiration or termination
of the Contract. All Purchase Orders issued and acce pted by Vendor s hall s urvive
expiration or termination of the Contract.
F. Choice of Law
The laws of the State of Texas shall govern the construction and interpretation of the
Contract. Nothing in the Contract or its Appendices shall be construed to waive the
State's sovereign immunity.
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G. Limitation or Authority
Vendor shall have no authority to act for or on behalf of the Texas Department of
Information Resources or the State of Texas except as expressly provided for in this
Contract; no other authority, power or use is granted or implied. Contractor may not incur
any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas
or Texas Department of Information Resources.
4. Contract Fulfillment and Promotion
3110/09
A. Service, Sales and Support or the Contract
Vendor shall provide service, sales and support resources to serve all Customers
throughout the State. It is the responsibility of the Vendor to sell, market, and promote
services available under the Contract. Vendor shall use its best efforts to ensure that
potential Customers are made aware of the existence of the Contract. All sales to
Customers for services available under the Contract shall be processed through the
Contract.
B. DIR Logo
Vendor may use the DIR logo in the promotion of the Contract to Customers with the
following stipulations: (i) the logo may not be modified in any way, (ii) when displayed,
the size of the DIR logo must be equal to or smaller than the Vendor logo, (iii) the DIR
logo is only used to communicate the availability of services under the Contract to
Customers, and (iv) any other use of the DIR logo requires prior written permission from
DIR.
C. Vendor Logo
DIR may use the Vendor's name and logo in the promotion of the Contract to
communicate the availability of services under the Contract to Customers. Use of the
logos may be on the DIR website or on printed materials. Any use of Vendor's logo by
DIR must comply with and be solely related to the purposes of the Contract and any
usage guidelines communicated to DIR from time to time. Nothing contained in the
Contract will give DIR any right, title, or interest in or to Vendor's trademarks or the
goodwill associated therewith, except for the limited usage rights expressly provided by
Vendor.
D. Trade Show Participation
At DIR's discretion, Vendor may be required to part1c1pate in one or more DIR
s ponsored trade s hows each calendar year. Vendor understands and agrees that
participation, at the Vendor 's expense, includes providing a manned booth display or
s imilar pre se nce . DIR will provide four months advance notice of any required
participation . Vendor must display the DIR logo at all trade shows that potential
Customers will attend. DIR reserves the right to approve or disapprove of the location or
the use of the DIR logo in or on the Vendor's booth.
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E. Performance Review Meetings
DIR will require the Vendor to attend periodic meetings to review the Vendor's
perfonnance under the Contract. The meetings will be held within the Austin, Texas area
at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for
the time and travel of the Vendor for attendance at the meeting.
F. DIR Cost Avoidance
As part of the perfonnance measures reported to state leadership, DIR must provide the
cost avoidance the State has achieved through the Contract. Upon request by DIR,
Vendor shall provide DIR with a detailed report of a representative sample of service sold
under the Contract. The report shall contain: service description, list price, price to
Customer under the Contract, and pricing from three (3) alternative sources under which
DIR customers can procure the services.
S. Purchase Orders, Invoices, and Payments
A. Purchase Orders
All Customer Purchase Orders will be placed directly with the Vendor. Accurate
Purchase Orders shaJI be effective and binding upon Vendor when accepted by Vendor.
8. Invoices
1) Invoices shall be submitted by the Vendor directly to the Customer and shall be
issued in compliance with Chapter 2251, Texas Government Code. All payments for
services purchased under the Contract and any provision of acceptance of such
services shall be made by the Customer to the Vendor.
2) Invoices must be timely and accurate. Each invoice must match Customer's
Purchase Order and include any written changes that may apply, as it relates to
services, prices and quantities. Invoices must include the Customer's Purchase Order
number or other pertinent infonnation for verification of receipt of the services by the
Customer.
C. Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making
payments to Vendor. Payment under the Contract shall not foreclose the right to recover
wrongful payments.
6. Contract Administratio•
3/10/09
A. Contract Administrators
DIR and the Vendor will each provide a Contract Administrator to support the Contract.
Information regarding the Contract Administrators will be posted on the f nternet website
designated for the Contract.
I) State Contract Administrator
DIR shall provide a Contract Administrator whose duties s hall include but not be limited
to: i) supporting the marketing and management of the Contract, ii) advi s ing DIR o f
Vendor 's perfonnance under the tenns and conditio ns o f the Contract, and iii) periodic
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(ITSAC)
verification of pricing and monthly reports submitted by Vendor.
2) Vendor Contract Administrator
Vendor shall provide a dedicated Contract Administrator whose duties shall include but
not be limited to: i) supporting the marketing and management of the Contract, ii)
facilitating dispute resolution between Vendor and a Customer, and iii) advising DIR of
Vendor's performance under the terms and conditions of the Contract. DIR reserves the
right to require a change in Vendor's then-current Contract Administrator if the assigned
Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the
State.
B. Reporting and Administrative Fees
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all services purchased under the
Contract. Vendor shall file the monthly reports, subcontract reports, and pay the
administrative fees in accordance with the due dates specified in this section.
b) DIR shall have the right to verify required reports and to take any actions
necessary to enforce its rights under this section, including but not limited to,
compliance checks of Vendor's applicable Contract books at DI R's expense.
c) DIR intends to implement an automated system to meet certain needs of the
IT staff augmentation program. This may have a financial impact on the Vendor
and may require additional reporting. In consideration of the award of this
contract, Vendor is required to participate without a change in rates to customers.
2) Detailed Monthly Report
Vendor shall electronically provide DIR with a detailed monthly report in the
format required by DIR showing the dollar volume of any and all sales under the
Contract for the previous month period. Reports shall be submitted to the DIR Go
DIRect E-Mail Box at itsac.reports@dir.state.tx.us. Reports are due on the
fifteenth ( 15th) calendar day after the close of the previous month period. It is the
responsibility of Vendor to collect and compile all sales under the Contract and
submit one (I) monthly report. The monthly report shall include, per transaction:
the Company name, Customer name, invoice date, invoice number, ITSAC
Category, Title, Level, and Technology Type, Contractor Name, awarded hourly
rate , quantity of hours, extended price, Customer Purchase Order number, contact
name, Customer's complete billing address, subtota ls and to tals, and o ther
in fo rmati o n as req uired by DIR . Eac h report mu s t contain all in fo rmat io n listed
above per transaction or the report will be rejected a nd returned to the Vendor for
correction in acco rdance with this section.
J) Historically Underutilized Businesses Subcontract Reports
a) Vendor s hall electronically provide each Customer with their relevant
Historically Underutilized Business Subcontracting Report, pursuant to the
Contract, as required by Chapter 2161, Texas Government Code . Re ports s hall
a lso be submitted to DIR .
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3/10/0 9
b) Reports shall be due in accordance with the CPA rules.
4) DIR Administrative Fee
a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs
of negotiating, executing, and administering the Contract. The administrative fee
shall be specified in the Contract. Payment of the administrative fee shall be due
on the fifteenth ( 15°] calendar day after the close of the previous month period.
b) Vendor shall reference the DIR Contract number on any remittance
instruments.
S) Accurate and Timely Submission of Reports
a) The reports and administrative fees shall be accurate and timely and submitted
in accordance with the due dates specified in this section. Vendor shall correct
any inaccurate reports or administrative fee payments within three (3) business
days upon written notification by DIR. Vendor shall deliver any late reports or
late administrative fee payments within three (3) business days upon written
notification by DIR. If Vendor is unable to correct inaccurate reports or
administrative fee payments or deliver late reports and fee payments within three
(3) business days, Vendor must contact DIR and provide a corrective plan of
action, including the time line for completion of correction. The corrective plan of
action shall be subject to DIR approval.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely
delivery of reports and payments within the corrective plan of action timeline,
DIR reserves the right to require an independent third party audit of the Vendor's
records as specified in C.3 of this Section , at DIR's expense.
C. Records and Audit
l) Acceptance of funds under the Contract by Vendor acts as acceptance of the
authority of the State Auditor's Office, or any successor agency, to conduct an audit
or investigation in connection with those funds. Vendor further agrees to cooperate
fully with the State Auditor's Office or its successor in the conduct of the audit or
investigation, including providing all records requested. Vendor will ensure that this
clause concerning the authority to audit funds received indirectly by subcontractors
through Vendor and the requirement to cooperate is included in any s ubcontract it
awards pertaining to the Contract. Under the direction of the Legislative Audit
Committee, a Vendor that is the s ubject of an audit or investigation by the State
A uditor's Office must provide the State Auditor 's Office wi th acces s to an y
inform ation t he State A uditor 's Office con s iders re lev a nt to the inv esti gation or a ud it.
2) Vendor shall maintain adequate records to e stabli sh compliance with the C ontract
until the later of a period of four (4) years a fter termination of the C ontract or until
full, final and unappealable resolution of all Compliance Check or litigation issues
that arise under the Contract. Such records shall include per transaction: Customer
name, invoice date, invoice number, description, quantity, unit price, extended price,
Customer Purchase Order number, contact name, Customer's complete billing
address, the c alculations s upporting e ach admini s trative fe e owed DIR und e r the
Co ntract , Hi sto ri c ally Underutili zed Businesse s S ubco ntracting re ports, a nd s uc h
Page 8 of 2 5
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(ITSAC)
3) Vendor shall grant access to all paper and electronic records, books, documents,
accounting procedures, practices and any other items relevant to the performance of
the Contract to DIR , including the compliance checks designated by DIR , the State
Auditor's Office and of the United States, and such other persons or entities
designated by DIR for the purposes of inspecting, Compliance Checking and/or
copying such books and records . Vendor shall provide copies and printouts requested
by DIR without charge . DIR shall provide Vendor ten ( I 0) business days' notice
prior to inspecting, Compliance Checking, and/or copying Vendor's records.
Vendor's records, whether paper or electronic, shall be made available during regular
office hours. Vendor personnel familiar with the Vendor's books and records shall be
available to DIR staff and designees as needed. Vendor s hall provide adequate office
space to DIR staff during the performance of Compliance Check.
4) For procuring State Agencies whose payments are processed by the Texas
Comptroller of Public Accounts, the volume of payments made to Vendor through the
Texas Comptroller of Public Accounts and the administrative fee based thereon shall
be presumed correct unless Vendor can demonstrate to DIR's satisfaction that
Vendor's calculation of DI R 's administrative fee is correct.
D. Contract Administration Notification
1) Upon execution of the Contract, Vendor shall provide DIR with written
notification of the following: i) Vendor Contract Administrator name and contact
information , ii) Vendor sales representative name and contact information, and iii)
name and contact information of Vendor personnel responsible for submitting reports
and payment of administrative fees.
2) Upon execution of the Contract, DIR shall provide Vendor with written
notification of the following: i) DIR Contract Administrator name and contact
information , and ii ) DIR Go ITSAC E-Mail Box information.
7. Vendor Responsibilities
3/10/09
A. Indemnification
I) INDEPENDENT CONTRACTOR
VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE
EXI STE NCE OF THIS CONTRACT, IT IS FU RN ISHING SERVIC ES IN THE
C APA C ITY OF AN INDEPENDENT CONTRACTOR A ND THA T VENDOR
IS NOT AN EMPLOY EE OF THE C UST OMER, DIR OR THE S TATE OF
T EX AS.
Thi s Co nt ract c reates an ind e pe nd e nt co nt racto r re la ti o ns h ip between DIR a nd
Vendor a nd Ve ndor a nd each C ustom e r he reunder. Under no circum stances s hall the
employ ee s o f Ve ndor be c o nsidered the e mployees, agents, partners, o r offi c ials of
DIR or a ny of the C ustomers. Vendor shall be sol e ly re s pon s ible for compensating
it s e mploye es, for th e withholdin g and pay me nt o f a pplic a bl e ta xe s, and fo r
Page 9 of25
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3/10/09
purchasing any liability, disability, workers compensation or health insurance
coverage deemed necessary by the Vendor.
2) Acts or Omissions
Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL
LIABILITY, ACTIONS , CLAIMS, DEMANDS, OR SUITS , AND ALL RELATED
COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any
acts or omissions of the Vendor or its agents, employees, subcontractors, Order
Fulfillers, or suppliers of subcontractors in the execution or performance of the
Contract and any Purchase Orders issued under the Contract REGARDLESS OF
THE NEGLIGENCE OF THE CUSTOMER, THE ST A TE OF TEXAS AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES , CONTRACTORS,
ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY ALL COSTS OF
DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE
COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR
TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL
COUNSEL FOR NON-STA TE AGENCY CUSTOMERS .
3) Infringements
a) Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third
party claims involving infringement of United States patents, copyrights, trade and
service marks, and any other intellectual or intangible property rights in connection
with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS
CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR
SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE
OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STA TE AGENCY
CUSTOMERS AND BY CUSTOMER 'S LEGAL COUNSEL FOR NON-STATE
AG ENCY C U STOMERS .
b) If Vendor becomes aware of an actual or potential claim , o r C ustomer provides
Ve ndor w ith notice o f an ac tual or potential claim , Vendor may (or in the case o f an
inj un c tion ag ainst C ustomer, shall), a t Vendor 's so le o ption and e xpense : (i) proc ure
fo r the C ustomer the right to continue to use the affected portion o f the product o r
serv ice, or (ii) modify or re place the affected portion of the product or se rvice with
functi o nally equivalent or superior product or service so that Cu stomer 's use is non-
infringing.
4) PROPERTY DAMAGE
IN THE E V ENT OF LOSS, DAMAGE, OR D ESTRUCTION OF ANY PROP E RTY
O F CU STOM E R OR T HE ST A T E D U E T O T HE NEGLI GE NC E, MIS C OND UCT,
Page 10 of25
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Standard Terms and ConditioD!I For Information Technology Staff Augmentation Contracts
3/ I 0/09
(ITSAC)
WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS
EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE
VENDOR SHALL PAY THE FULL COST OF EITHER REPAIR,
RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE
CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED BY
THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE VENDOR
NINETY (90) CALENDAR DAYS AFTER THE DA TE OF THE VENDORS
RECEIPT FROM THE CUSTOMER OF A WRJTTEN NOTICE OF THE
AMOUNT DUE.
B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE
1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY
RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND
VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF
THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO
COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY
SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES,
INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND
ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES,
AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY
STA TE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY
CUSTOMER. THE CUSTOMER AND/OR THE STA TE SHALL NOT BE
LIABLE TO THE VENDOR ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE
PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT
INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT
AVAILABLE TO A STA TE EMPLOYEE OR EMPLOYEE OF ANOTHER
GOVERNMENT AL ENTITY CUSTOMER.
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS,
THE ST A TE OF TEXA S AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES
FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS , OR
SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES,
RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR
WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY
VENDOR , ITS EMPLOYE ES, REPRESENTATIVES , AGENTS OR
SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT.
VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING
ATTORNEYS' FEES. THE DEFENSE SHALL BE COO R DINA TED BY THE
OFFICE OF THE ATTORNEY GENERAL FO R TEXAS ST A TE AGENCY
CUSTOME RS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE
AGENCY CUSTOMERS.
C. Vendor Certifications
Vendor certifies that it: (i) has not given , offered to give, and does not intend to give at
any time hereafter any economic opportunity, future e mployment, gift, loan , gratuity,
Page 11 of25
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(ITSAC)
3/ I 0/09
s pecial discount, trip , favor, or service to a public servant in connection with the
Contract, (ii) is not currently delinquent in the payment of any franchise tax owed the
State of Texas and is not ineligible to receive payment under §231 .006 of the Texas
Family Code and acknowledge the Contract may be terminated and payment withheld if
this certification is inaccurate, (iii) neither they, nor anyone acting for them , have
violated the antitrust laws of the United States or the State of Texas, nor communicated
directly or indirectly to any competitor or any other person engaged in such line of
business for the purpose of obtaining an unfair price advantage, (iv) has not received
payment from DIR or any of its employees for participating in the preparation of the
Contract, (v) under Section 2155 .004, Texas Government Code , the vendor certifies that
the individual or business entity named in this bid or contract is not ineligible to receive
the specified contract and acknowledges that this contract may be terminated and
payment withheld if this certification is inaccurate, (vi) to the best of their knowledge and
belief, there are no suits or proceedings pending or threatened against or affecting them,
which if determined adversely to them will have a material adverse effect on the a bility to
fulfill their obligations under the Contract, (vii) are not suspended or debarred from doing
business with the federal government as listed in the Excluded Parties list System
(EPLS) maintained by the General Services Administration , and (viii) as of the effective
date of the Contract, are not listed in the prohibited vendors list authorized by Executive
Order # 13224 , "Blo cking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism ", published by the United States
Department of the T reasury , Office of Foreign Assets Control ; (ix) Vendor agrees that
any payments due under this contract will be applied towards any debt, including but not
limited to delinquent taxes and child support that is owed to the State of Texas; (x)
Vendor certifies that they are in compliance Section 669.003 , Texas Government Code ,
relating to contracting with executive head of a state agency ; (xi) Vendor represents and
warrants that the Cu stomer 's payment to Vendor and Vendor 's receipt of appropriated or
other funds under this Agreement are not prohibited by Sections 556.005 or Section
556.008 , Texas Government Code ; and (xii) under Section 2155 .006 , Government Code ,
Vendor certifies that the individual or business e ntity in this contract is not ineligible to
receive the s pecified contract and acknowledges that this contract may be terminated and
payment withheld if this certification is inaccurate . In addition , Vendor acknowledges the
a pplic a bility of §2 155 .444 and §2155 .4441 , Tex as Gov e rnm e nt Code , in fulfilling the
term s o f the Co ntra ct.
D. Ability to Conduct Bu s iness in Texas
Vendo r shall be an ent ity a uth o ri zed an d va l id ly exis ting unde r the laws of its state of
organization, and sha ll be auth or ized to do business in th e State of Texas .
E. Equal Opportunity Compliance
Vendo r ag rees to a bide by a ll appli ca ble laws, reg ul ati ons, and executiv e o rd e rs
pe rtaining to equal e mploym e nt opportunity , including federal laws and the law s o f the
State in whi c h it s prim ary place of busine ss is loca ted. In accordan ce with s uch law s,
regulati ons, and exec utive orders , the Vendor agrees that no person in the United States
shall , on th e ground s o f race , co lor , rel ig ion, nat io na l or igin , se x, ag e, vete ran statu s o r
ha nd ica p, be excl ud ed fr om empl oy men t w ith or partic ip a tio n in, be de n ie d the benefits
Page 12 of25
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3/10/09
(ITSAC)
of, or be otherwise subjected to discrimination under any program or activity performed
by Vendor under the Contract. If Vendor is found to be not in compliance with these
requirements during the tenn of the Contract, Vendor agrees to take appropriate steps to
correct these deficiencies. Upon request, Vendor will furnish infonnation regarding its
nondiscriminatory hiring and promotion policies, as well as specific infonnation on the
composition of its principals and staff, including the identification of minorities and
women in management or other positions with discretionary or decision-making
authority.
F. Use of Subcontractors
If Vendor uses any subcontractors in the performance of this Contract, Vendor must
make a good faith effort in the submission of its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. A revised
Subcontracting Plan shall be required before Vendor can engage additional
subcontractors in the perfonnance of this Contract. Vendor shall remain solely
responsible for the performance of its obligations under the Contract.
G. Responsibility for Actions
Vendor is solely responsible for its actions and those of its agents, employees, or
subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority
to act or speak on behalf of DIR or the State.
H. Confidentiality
1) Vendor acknowledges that DIR is a government agency subject to the Texas
Public lnfonnation Act. Vendor also acknowledges that DIR will comply with the
Public Information Act, and with all opinions of the Texas Attorney General's office
concerning this Act.
2) Under the terms of the Contract, DIR may provide Vendor with information
related to Customers. Vendor shall not re-sell or otherwise distribute or release
Customer infonnation to any party in any manner.
I. Security of Premises, Equipment, Data and Personnel
Vendor may , from time to time during the performance of the Contract, have access to
the personnel, premises, equipment, and other property , including data, files and /or
materials (collectively referred to as "Data") belonging to the Customer. Vendor shall use
their best efforts to preserve the safety, security, and the integrity of the personnel ,
premises, equipment, Data and other property of the Customer , in accordance with the
instruction of the Customer. Vendor shall be responsible for damage to Customer's
equipment, workplace, and its contents when such damage is caused by its employees o r
s ubcontractors .
.J. Background and/or Criminal History Investigation
Prior to commencement of any services, background and/or criminal history investigation
of the Vendor's employees and subcontractors who will be providing services to the
C usto mer under the Contract may be performed by certain Customers having legi slative
a uthority to require s uch investigations. Should any employee o r subcontractor of the
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Appendi1 A
Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
3/10/09
Vendor who will be providing services to the Customer under the Contract not be
acceptable to the Customer as a result of the background and/or criminal history check,
then Customer may immediately terminate its Purchase Order and related Service
Agreement or request replacement of the employee or subcontractor in question .
K. Limitation of Liability
For any claim or cause of action arising under or related to the Contract: i) to the extent
permitted by the Constitution and the laws of the State of Texas, none of the parties shall
be liable to the other for punitive, special, or consequential damages, even if it is advised
of the possibility of such damages; and ii) Vendor's liability for damages of any kind to
the Customer s hall be limited to the total amount paid to Vendor under the Contract
during the twelve months immediately preceding the accrual of the claim or cause of
action. However, this limitation of Vendor's liability shall not apply to claims of patent,
trademark, or copyright infringement.
L. Purchase of Commodity Items (Applicable to State Agency Purchases Only)
1) Texas Government Code, §2157.068 requires State agencies to buy commodity
items, as defined in 7 .L.2 below, in accordance with contracts developed by DIR,
unless the agency obtains an exemption from DIR .
2) Commodity items are commercially available software, hardware and technology
services that are generally available to businesses or the public and for which DIR
determines that a reasonable demand exists in two or more state agencies. Hardware
is the physical technology used to process, manage, store, transmit, receive or deliver
information. Software is the commercially available programs that operate hardware
and includes all supporting documentation , media on which the software may be
contained or stored , related materials, modifications, versions, upgrades,
enhancements, updates or replacements. Technology services are the services,
functions and activities that facilitate the design , implementation, creation , or use of
software or hardware. Technology service s include seat management, staffing
augmentation , training, maintenance and subscription services. Technology s ervices
do not include telecommunications services. Seat management is services throu g h
which a state agency tran s fe rs its re s pon s ibilities to a vendor to manage its personal
computing need s, including a ll necessary hardware, so ftware and te c hnology services.
3) Ve ndo r agrees to coordin a te a ll State agen cy co mmodity ite m sale s throu g h
existi ng DIR contrac ts . Inst itu t io ns o f hi g her e du catio n are exe mpt fr o m S ub section
7.L.
M. Overcharges
Ve ndor here by assigns to D IR any a nd a ll o f its clai m s fo r overcharges associated w it h
th is contrac t whic h a ri se un de r the a ntitru st law s of the Un ited States, 15 U.S .C.A.
Se c ti o n I , e t se q ., a nd wh ich ari se under the antitru s t laws o f the S tate o f Texas, Tex .
Bu s. a nd Comm. Code Sec tion 15 .01 , e t seq.
Pa ge 14 of 25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
3/10/09
(ITSAC)
N. Prohibited Conduct
Vendor represents and warrants that, to the best of its knowledge as of the date of this
certification, neither Vendor nor any Order Fulfiller, subcontractor, finn, corporation,
partnership, or institution represented by Vendor, nor anyone acting for such Order
Fulfiller, subcontractor, finn, corporation or institution has: (I) violated the antitrust laws
of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the
federal antitrust laws; or (2) communicated its response to the Request for Offer directly
or indirectly to any competitor or any other person engaged in such line of business
during the procurement for the Contract.
0. Required Insurance Coverage
As a condition of this Contract with DIR, Vendor shall provide the listed insurance
coverage as part of its response to RFO No. DIR-SDD-141. In addition, when engaged
by a Customer to provide services on Customer premises, the Vendor shall, at its own
expense, maintain the insurance coverage specified herein, and shall provide proof of
such insurance coverage to the related Customer within five (5) business days following
the execution of the Purchase Order. Vendor may not begin perfonnance under the
Contract and/or a Purchase Order until such proof of insurance coverage is provided to,
and approved by, DIR and the Customer. All required insurance must be issued by
companies that are A+ financially rated and duly licensed, admitted, and authorized to do
business in the State of Texas. The Customer and DIR will be named as Additional
Insureds on all required coverage. Required coverage must remain in effect through the
tenn of the Contract and each Purchase Order issued to Vendor there under. The
minimum acceptable insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include a combined single limit of $500,000 per
occurrence for coverage A, B, & C including products/completed operations, where
appropriate, with a separate aggregate of $500,000. The policy shall contain the
following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage ;
c) State of Texas, DIR and Customer listed as an additional insured ;
d) 30-day Notice ofTennination in favor of DIR and/or Customer; and
e) Wa iver of Transfer Right of Recovery Against Others in favor o f DIR a nd /or
C ustome r .
2) Worken' Compensation Insurance
Workers' Compensation Insurance and Employers ' Liability coverage mu st include
limits consistent with statutory benefits outlined in the Texas Workers' Compensation
Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for
Employers' Liability of $250,000 bodily injury per accident, $500,000 bodily injury
disease policy limit and $250,000 per disease per employee.
Page 15 of25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non-owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for
bodily injury and property damage . Alternative acceptable limits are $250,000 bodily
injury per person, $500,000 bodily injury per occurrence and at least SI 00,000
property damage liability per accident. The policy shall contain the following
endorsements in favor of DIR and/or Customer:
a) Waiver of Subrogation ;
b) 30-day Notice of Termination ; and
c) Additional Insured .
P. Use of State Property
Vendor is prohibited from using the Customer's equipment, the Customer's Location , or
any other resources of the Customer or the State of Texas for any purpose other than
performing services under this Agreement. For this purpose, equipment includes, but is
not limited to, copy machines, computers and telephones using State of Texas long
distance services. Any charges incurred by Vendor using the Customer's equipment for
any purpose other than performing services under this Agreement must be fully
reimbursed by Vendor to the Customer immediately upon demand by the Customer.
Such use shall constitute breach of contract and may result in termination of the contract
and other remedies available to DIR and Customer under the contract and applicable law.
Q. Immigration
Vendor shall comply with the requirements of the Immigration Reform and Control Act
of 1986 and the Immigration Act of 1990 (8 U.S.C.110 I, et seq.) regarding employment
verification and retention of verification fonns for any individual(s) hired on or after
Nove mber 6 , 1986, who will perform any labor or services under this Contract.
8. Contract Enforcement
3/10/0 9
A. Enforcement of Contract and Dispute Resolution
l) Vendor a nd DIR agree to the following: (i) a party 's failure to re quire s tric t
pe rform a nce o f any provi s ion of the Contract s hall no t waive o r d imin ish that party 's
r ig ht thereafter to demand s trict compliance w it h that or a ny o ther prov isio n, (ii ) fo r
d is putes not reso lved in th e no rm a l course of busi ness, the dis pu te resol utio n process
provi ded fo r in Chapt e r 2260, Texas Government Code, sha ll be used , an d (iii)
act io ns o r proceedi ngs arisi ng fro m the Contrac t s hall be heard in a state court of
co mpetent j urisdi c t io n in Travis Coun ty, Texas.
2) Di s putes ar is ing betw een a C us tom e r a nd the Ve ndor s hall be re solved in
accordance with the dispute resolution process of the C ustomer that is no t
incon s istent with s ubparag raph A . I a bove. DIR s hall not be a party to a ny s uch
d is pute unless DIR , C us to mer, and Ve ndor agree in writ ing .
Page 16 o f 25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
3/10/09
8. Termination
1) Termination for Non-Appropriation
Customer may terminate Purchase Orders if funds sufficient to pay its obligations
under the Contract are not appropriated by the governing body on behalf of local
governments, or by the Texas legislature on behalf of state agencies. In the event of
non-appropriation, Vendor will be provided ten ( I 0) calendar days written notice of
intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase
Order and has accepted delivery of the services, they are obligated to pay for those
services.
2) Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the
event that: i) Vendor becomes listed on the prohibited vendors list authorized by
Executive Order # 13224, "Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten lo Commit, or Support Te"orism ", published by the
United States Department of the Treasury, Office of Foreign Assets Control; ii)
Vendor becomes suspended or debarred from doing business with the federal
government as listed in the Excluded Parties list System (EPLS) maintained by the
General Services Administration; or (iii) Vendor is found by DIR to be ineligible to
hold this Contract under Subsection (b) of Section 2155.006, Texas Government
Code. Vendor shall be provided written notice in accordance with Section 9.A,
Notices, of intent to terminate.
3) Termination for Convenience
DIR or Vendor may terminate the Contract, in whole or in part, by giving the other
party thirty (30) calendar days written notice. A Customer may terminate a Purchase
Order if it is determined by the Customer that Vendor will not be able to deliver
services in a timely manner to meet the business needs of the Customer.
4) Termination for Cause
a) Contract
Either DIR or Vendor may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, warranty or provision of the
Contract. The non-defaulting party shall give the defaulting party thirty (30)
ca lendar days from receipt of notice to cure said default. If the defaulting party
fails to cure said default within the timeframe allowed, the non-defaulting party
may, at its option and in addition to any othe r remedies it may have avai lable ,
cance l and terminate the Co ntract. Custo mers purchasing se rvice s under the
Co ntract have no power to terminate the Contract for default.
b) Purchase Order
C ustomer or Vendor may terminate a Purchase Order upon the occurrence of a
material breach of any term or condition: (i) of the Contract, or (ii) included in the
Purchase Order in accordance with Section 3 .8 .2 above. The non-defaulting party
shall give the defaulting party thirty (30) calendar days from receipt of notice to
c ure sa id default. If the defaulting party fails to cure sai d default within the
timeframe a llow ed, the non-defaulting party may, at its opti on and in addition to
Page 17 of25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
any other remedies it may have available, cancel and tenninate the Purchase
Order.
5) Customer Rights Under Termination
In the event the Contract expires or is tenninated for any reason , a Customer shall
retain its rights under the Contract and the Purchase Order issued with respect to all
services ordered and accepted prior to the effective termination date.
6) Vendor Rights Under Termination
In the event a Purchase Order is tenninated or the Contract expires or is terminated
for any reason, a Customer shall pay all amounts due for services ordered prior to the
effective tennination date and ultimately accepted.
C. Force Majeure
DIR, Customer, or Vendor may be excused from performance under the Contract for any
period when performance is prevented as the result of an act of God, strike, war, civil
disturbance, epidemic, or court order, provided that the party experiencing the event of
Force Majeure has prudently and promptly acted to take any and all steps that are within
the party's control to ensure performance and to shorten the duration of the event of
Force Majeure. The party suffering an event of Force Majeure shall provide notice of the
event to the other parties when commercially reasonable. Subject to this provision, such
non-performance shall not be deemed a default or a ground for termination. However, a
Customer may terminate a Purchase Order if it is determined by the Customer that
Vendor will not be able to deliver services in a timely manner to meet the business needs
of the Customer.
9. Notification
A. Notices
3/10/09
All notices, demands, designations, certificates, requests, offers, consents, approvals and
other instruments given pursuant to the Contract shall be in writing and shall be validly
given on: (i) the date of delivery if delivered by email , facsimile transmission , mailed by
registered or certified mail, or hand delivered, or (ii) three business days after being
mailed via United States Postal Service. All notices under the Contract shall be sent to a
party at the re s pective address indicated in Section 6 of the Contract or to s uch other
address as s uch party s hall have notified the other party in writing .
8. Handling of Written Complaints
In addit io n to other remedi es contained in the Contract , a person co ntracting wi th DIR
may direct their written complaints to the following o ffi ce:
Public Inform a tion Offi c e
De partment of Information Resources
Attn: Public Information Officer
300 W. 15 1h Street, Suite 1300
Austin, Texas 7870 I
(512) 475-4759, facsimile
Page 18 of25
Appendix A
Standard Terms and Conditions For Information Ttthnology Staff Augmentation Contracts
(ITSAC)
10. Captions
The captions contained in the Contract and its Appendices are intended for convenience
and reference purposes only and shall in no way be deemed to define or limit any
provision thereof.
l l. Statement of Services to Be Performed
A. Vendor shall provide Worker(s) to DIR Customers to perfonn services that are
defined in the Work Order Solicitation, in accordance with the tenns and conditions
of the Contract. Workers provided by Vendor shall possess qualifications that meet
or exceed those specified in the Work Order Solicitation and will perfonn the
functions as outlined in the Work Order Solicitation at the rates quoted therein. All
travel is subject to the prior, written approval of the Customer.
8. Vendor understands that this is a non-exclusive, indefinite quantity contract. DIR
makes no representations or warranties that Vendor shall receive any number or
volume of Work Order Solicitations hereunder.
12. Work Order Solicitation/ Purchase Order Issuance
A. In order to be awarded a Purchase Order hereunder, except for Best Value Selection,
Vendors will respond to Work Order Solicitation(s) for services as issued by DIR on
behalf of its Customers, consistent with the Tenns and Conditions of this Contract.
Vendor understands that no work under any Purchase Order issued by Customer shall
commence until receipt of Purchase Order. Vendor will perfonn in accordance with
the tenns and conditions of the Customer Purchase Order.
B. Customer specifications may include pre-selection requirements that potential
Vendors (and their Worker) submit to and satisfy criminal background checks as
authorized by Texas law.
C. Vendor shall direct all communications concerning this Contract and any Work Order
Solicitation(s) to DIR except for Customer initiated communications, the interview,
the hiring process and Best Value Selections (See item F in this section).
D. DIR expects Vendor to participate in the Work Order Solicitation process . See
Section 14, Vendor Opportunities and Performance Metrics, for performance metrics .
E. DIR will not promulgate a standard candidate re s ume format/layout. Awarded
Vendor may submit candi date resumes in desired company fonnat/layout. DIR, will
however, require Vendor to accompany candidate resume(s) with approved DIR
cover sheet/format stan dard .
F. Best Value Se lection s. C ustomer shall se lect the Worker and provide DIR with the
appropriate procurement documentation to support the selection.
13. Hourly Rates
A. Hourly rate shall never exceed NTE rate unless authorized, in writing, by DIR
3/ I 0/09 Page 19 of 25
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Standard Terms and Conditions For Information Technology Staff' Augmentation Contracts
(ITSAC)
8. The Vendor shall quote hourly rates to DIR in response to Work Order Solicitation(s)
provided by DIR on behalf of its Customer during the term of this Contract. Hourly
rates shall not exceed awarded rates quoted in this Contract. Hourly rates quoted in a
particular Purchase Order shall remain valid for a period of time specified in the
Purchase Order. Vendor shall not increase its rates under any Purchase Order,
including amendments/Purchase Order Change Notice (POCN) thereto, without the
express prior written approval of Customer.
C. All quoted hourly rates shall include all expenses associated with each Worker,
including wages, benefits, DIR Administrative Fee, usual living expenses and costs of
commuting to and from the Customer's primary work site designated. Travel
reimbursement may be allowed. See Section 5, Purchase Orders, Invoices and
Contract Section 4. Payments, D. Travel for allowable expenses.
14. Vendor Opportunities and Performance Metrics
J/10/09
DIR will conduct routine assessments of Vendor performance and will use that
information to institute a Tiered Vendor Structure. As defined below, opportunities
available to Vendors will vary based on the tier in which they reside. Movement between
the tiers will be based on performance as defined in the quantitative and qualitative
measures defined below.
A. Tiered Vendor Structure
The Tiered Vendor Structure will be comprised of two tiers: Active Vendors and
Suspended Vendors.
1) Active Vendors Tier-Active Vendors are given access to opportunities presented
through Work Order Solicitations and Best Value Selections.
a) Vendor will be a member of the Active Vendors Tier for the first two
evaluation periods.
b) Vendor shall earn an acceptable status when it scores above the 25th
percentile of the scores of all Active Tier Vendors . If Vendor scores below or
equal to the 25th percentile, Vendor will earn an unacceptable status.
c) If Vendor maintains an unacceptable status for two consecutive evaluation
periods, Vendor is subject to being suspended from its contract (the
Suspended Vendors Tier).
2) Suspended Vendors Tier -Suspended Vendors are not provided access to
opportunities presented through Work Order Solicitations or Best Value
Selections. Suspension is detailed in Section 15, Vendor Suspension/Demotion,
of this document.
3) Exceptions -DIR reserves the right to review evaluations on a case-by-case basis
and to ultimately decide which status to assign to a Vendor .
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
JI I 0/0 9
8. Quantitative and Qualitative Measures
Vendor shall be measured in five performance categories. These categories are listed
below, along with their evaluation measurement detail:
I) Successful Placement -the number of Placed Candidates. Relative to the
performance of other Vendors, the Vendor(s) placing the most Workers in a
quarter will be awarded the full 20%. Vendors will be awarded a proportional
percentage score relative to their performance. This measure represents 20% of
the Vendors' total score.
2) Quality -the number of Acceptable Candidates relative to the total number of
resumes submitted by a Vendor and the number of Interviewed Candidates
relative to the number of Acceptable Candidates submitted by a Vendor. Each of
the aforementioned components of this measure is weighted equally and this
measure represents 20% of the Vendor's total score.
3) Customer Satisfaction -this score is the qualitative assessment of the candidates
that a Vendor placed. DIR Staff will receive this information from Customers
that have contracted workers. Each quarter the Vendor shall start out with the
maximum number of I 00 points. The points listed below in the "Customer
Satisfaction Table" shall be deducted if an infraction occurs. Five (5) points will
be deducted for every documented unique unsatisfactory incident received about
the Vendor or the contracted worker. A Vendor can score no lower than O of the
possible I 00 points. This measure represents 20% of the Vendors ' total score.
4) Compliance -this score is based on the observance of contractual standards.
Each quarter the Vendor shall start with the maximum number of I 00 points. The
points listed below in "Compliance Table" shall be deducted if an infraction
occurs. A Vendor can score no lower than O of the possible I 00 points. This
measure represents 20% of the Vendor's total score.
5) Responsiveness -the number of Work Order Solicitations to which the Vendor
responded , within the prescribed time , during a quarter. This meas urement w ill
be tracked at the Title level (the structure of job descriptions employed here is :
Category , Title, and Level). This measure does not count the number of
candidates, but rather the number of so licitati o ns where the Ve ndor s ubmitted a t
least one candidate. Responsiveness re pre sen ts 200/o of the Ve ndors ' tota l score .
Customer Satisfaction Table
Infraction Point Deduction
Submitting the name(s) o f current Worker(s) for -5 each occurrence
an overlapping time frame .
Duplicate candidate resumes (without right to -5 each occurrence
represent)
Documented un sati sfactory incident -5 each occurrence
Page 2 1 o f 2 5
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
Submitting inaccurate resumes to DIR -15 each occurrence
Submitting resumes in an unapproved format to -15 each occurrence
DIR
Compliance Table
Infraction Point Deduction
Failure to communicate staff and point-of-contact -5 each occurrence
chan2es to DIR
Failure to update Certificate of Insurance -IO per month that passes
since expiration date
Late Sales Report -I 5 each occurrence
Incorrect Sales Reoort -15 each occurrence
Submitting resumes/candidates to hiring -50 each occurrence, and
managers outside the DIR process suspension or termination
for cause, at DI R's
discretion
DIR reserves the right to alter the performance categories and the percentages used for
measurement of Vendor performance. Vendor shall be notified of any changes and shall
cooperate to amend the contracts.
15. Vendor Suspension/Demotion
3/10/09
DIR's Right to Suspend Contract Performance for Cause in accordance with this Section
and Section 14, Vendor Opportunities and Performance Metrics: DIR may suspend
Vendor's performance of this Contract, in whole or in part, for a period up to 180
calendar days by following the procedure in this paragraph. When a violation of the
contract as set forth below occurs, DIR may send a Notice of Intention to Suspend to the
Vendor providing the reasons for the proposed suspension. Vendor shall have five (5)
business days from receipt of the Notice of Intention to Suspend to provide a written
response. At the expiration of the 5 business days, DIR will make a determination
whether a violation(s) of the contract occurred. In those instances where a violation is
found to have occurred, DIR shall decide on a period of suspension up to 180 calendar
days in length and send a written notice of the period of s uspension and the related
findings to Vendor. The suspension shall be effective from the date of receipt by Vendor.
DIR may iss ue a Notice of Intention to Su s pend under the proper circumstances, which
include , but are not limited to the events li sted below :
l) Vendor or Vendor's Worker(s) no longer holds necessary license(s) or certificate(s)
required to perform the work under any Work Order;
2) Vendor falsifies an invoice for services or travel reimbursement;
3) Vendor contacts a DIR Customer concerning any Contract, Work Order, or
solicitation without the prior consent of DIR;
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
4) Vendor or its Workers have engaged in practices prohibited in Section 5, Purchase
Orders, Invoices and Payments hereof; Section 7, Vendor Responsibilities; hereof;
and Section 7, Intellectual Property Matters, in the Contract;
5) Vendor or Vendor's Worker commits any material breach or default of any covenant,
warranty, obligation or agreement under this Contract, fails to perfonn the work
under this Contract within the time specified herein or any extension thereof, or so
fails to pursue the work as to endanger Vendor's perfonnance under this Contract in
accordance with its tenns.
6) Failure to maintain an acceptable level of perfonnance under Section 14, Vendor
Opportunities and Perfonnance Metrics, hereof.
During the period of suspension, a Vendor shall continue to perform under any
outstanding Purchase Orders, but will not be authorized to participate in or receive any
additional Work Order Solicitation(s) or Purchase Orders.
At the conclusion of the suspension, DIR will issue a Notice of Intention to Reinstate to
establish the date the suspension is lifted.
For Vendors receiving an unacceptable status for one evaluation period under Section 14,
Vendor Opportunities and Perfonnance Metrics, hereof, DIR will provide written notice
of the consequences of continued unacceptable status, which includes the possibility of
suspension and/or termination under this section of the Contract.
16. Substitution of Workers
J/10/09
A. If Customer detennines the Worker does not meet the qualifications needed, has not
followed applicable safety standards or for any other reason is unable to complete the
assignment satisfactorily, Customer will direct Vendor to resolve the complaint or
remove its Worker immediately. If Vendor is unable to resolve the complaint
immediately or provide a satisfactory substitute Worker within seven (7) business
days, the Purchase Order may be terminated and Customer may select another
Vendor to finish the remaining work as outlined in the Work Order Solicitation
B. If a Worker no longer provides services for Vendor, Vendor shall have up to seven
(7) business days to replace the Worker with a s ubstitute satisfactory to DIR and its
C ustomer. Vendor shall use its best efforts to provide a s ub stitute Worker a t t he
same, o r a lower rate than that ch arged for the replaced Wo rk e r's services. If t he rate
for the substi tu te Worker is higher than the rate c harged for the replaced Work e r's
services and the higher rate is unacce ptable to DIR, or if the Ve ndor is unable to
provide a satisfactory sub stitute Worker within seven (7) business day s, the
appropriate Work Order may be tenninated and DIR may select another Vendor to
finish the remaining work.
C. In the event the Worker cancels his/her obligation without cause prior to the original
tennination date, C us tomer may require the Vendor to provide a replacement to
comp lete the ob li gation that the departing individual did not fulfill. T he re plac e ment
Page 23 of25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAq
must be approved by Customer and will be provided at no charge for a time equal to
seven (7) business days, not to exceed fourteen (14) business days. This gratis period
is to cover the cost to Customer of retraining the replacement individual on the
internal Customer systems.
D. Except when a Worker leaves employment voluntarily, the Vendor may not remove a
Worker from a project without prior written consent of DIR.
E. Vendor is responsible to retrieve from all Workers as they transition from work on a
Work Order, whether voluntarily or involuntarily, all keys, access cards, files,
equipment and all other property and security devises that may have been issued to
Worker by DIR's Customer and to deliver the items to the Customer.
17. Predatory Actions; Submission of Workers' Names by Multiple Vendors
A. The Vendor shall not hire employees of a DIR Customer and offer such employees as
Workers for a Work Order Solicitation on which that employee is currently
participating. Unless an employee is released from employment, Vendor shall not
hire an employee of another Vendor providing Workers to a DIR Customer and offer
such employee as Workers for a Work Order Solicitation on which that Worker is
currently participating until such time as the Purchase Order under which that Worker
was originally obtained has expired or been terminated pursuant to Section 88.
B. No Worker whose name is submitted by more than one Vendor for the same Work
Order will be considered for placement with a DIR Customer.
C. No Worker who is currently on contract to a Customer through the DIR ITSAC
program will be considered for additional DIR Work Order Solicitations having
overlapping timeframes. However, at the discretion of a DIR Customer, Workers who
are currently assigned to a DIR Customer through the DIR ITSAC program may be
considered for additional DIR ITSAC work from the same DIR Customer. Vendors
shall not submit the names of the same Worker for an overlapping time frame unless
previously agreed to by the Customer.
18. Alcohol and Drug Free Workplace
Po ssession, use , or being under the influence of alcohol or controlled s ub stances by
Ve ndor Workers while in the performance of this Contract is prohibited .
19 . No Solicitation of State Employees
A. Ve nd o r shall no t so lici t, d irectly or indirectly , any empl o yee o f DIR who is associated
w it h this Co ntract for a period of 90 calendar days fo llowing completi o n o f the
Co ntract. Further, Ve ndor shall not solic it for a period of 90 days following
completion of the Work Order, directly or indirectly, any employee of a DIR
Customer who has participated in any projects on which the Vendor's Workers have
been assigned.
JI I 0/09 Page 24 of25
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Standard Terms and Conditions For Information Technology Staff Augmentation Contracts
(ITSAC)
8. DIR and its Customer agree not to solicit employees of the Vendor, during the tenn of
the appropriate Work Order, and for a period of 90 calendar days thereafter.
20. Warranty
3/10/09
The Customer has 30 days from the date of signature on the Vendor Invoice to infonn
Vendor of its detennination that the Vendor has made errors in completed work.
Customer will immediately inform the Vendor of the Customer's determination. The
Vendor shall make such corrections and revisions as are necessary so that the Work
Products complained of are acceptable to Customer and shall be corrected without cost to
Customer. Correction is limited to rework of the unsatisfactory work without change to
the original specifications and without regard to the amount of the effort expended on the
original work.
Page 25 of25
... ,' Not-to-ExcNd Pricing N of September 1, 2009 --N ............... cs ... ...., c-.., r-. I.MIi T ........ Tf,ll L..-, c.. ....... ~Analy9t1 .... . . ., • 7'1.!11 ~Analyot ~ANllyaJ a 7'U7 • m.n • 111.e:I ~Ana1y913 • a..o • IIU7 • 108.llll ~1 I 11.41 .... •· 71.01 ~ ~J • 72.0:Z • 71.94 • a51 ~, • IS.OIi • 11.31 t. 1CR.72 ~ Tat Anatyot 1 t 51.50 • 11.30 • 87.03 -TatAnalyot Saftwa9TalA...,_2 .... ·~ 71.07 • 77.53 Appllcatlone -TeotA...,_3 • 7'1.41 • 11 .• • I0.511 Technlcal-1 I •11 a 111 .• • !l.1t Technlcal-Technlcal-2 • !11.IO • 81.CJI • 85.57 Technlcal-3 a S11 a Sot • 7'1.1Q -A-1 I 114.91 a 70.111 • IIU7 --Anatyot -A-2 I 75.12 a 112.21 • I0.01 -A-3 • a3I ...... .• 10I.Q2 ~Malytl1 • 1115.25 • 70.46 • 711.14 ~Aneir-,,_..-,,.,,.2 a 75.n a IZ.11 • I0.11 ,,_..-,.,,., .. .., a Iii.Ill .• 10l . .cl ~-1 $ 71 .• .. 11.• •• Alt Dala-Archltac:t -A-2 • IZ.72 • •oe ·• 17.31 ~A-3 t 81.74 I 101.12 $ 113.73 Dala-A-1 .• 7'1.04 I 11.04 't 17.31 Data Management DalaWa_A_ Dllla-A-2 • 811.'4 .•· ... • 101..211 Dala-A-3 S10D.02 S 108.32 .• 111.44 Data-..--........ 1 • 702III t 74.113 a 80.1111 Dala-Aclrnlnlslnlor ~A .. 1lillilll ... 2 S 80.111 a 87.111 I 94.54 ~A ...... __ 3 • 12.12 a 100.41 , •· 110.54 Ent9fpriM Archbct e,....,_A.-1 Er*'JlriM A-t 111.ec1 .• 130.04 i: 141.79 e,.,,.,_-J t131UII! •· 141.1111 ,t 187.51 Pn>joc:tll-Pn>-11-1 • 1111.27 • •n • •.a. Projactll ...... 2 • •oe • 11'.JI a 125.20 Project Management 114.111 Pl"ojeal l-1-~1 ...... t 17.19 a --~J ••• 42 • 102.53 $ 110.1111 -E..---a nm •• .ll • 11ta --1 I 511.17 S 54.00 I 811.71 Telecom/ Networtdn9 -Adm--11.IO -A-~•-J • 8'.75 • 71.!I • _A .. llil--3 • 8U2 • 11.15 • •. oo ·-c--1 t 38.111 • 42. •• 47.11 HlllpDNll Male[-.J • 4700 • ,0 .•• 511.0I Cueton.r Technical -DNlll I 54.12 • 51.1111 • sue Suppoft Technlcal-1 t 411.13 • 42.00 • 511.03 Tedlnical~ Technlcal-2 • 54.511 • 51.71 • 114.02 Technlcal-J • 4'.20 a 87Sl a n..e
./t&C Review
~ Offioal site of the City of Fort Worth , Te xa
Cicy Council Agenda
COUNCIL ACTION: Approved on 11/16/2010
DATE: 11/16/2010 REFERENCE NO.: C-24608 LOG NAME:
FORT WORTH
~
04TEKSYSTEMS INC FOR
TECHNOLOGY STAFFING
CODE: C TYPE: NON-CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize the Execution of a Contract with TEKsystems , Inc ., for Technology Staffing Augmentation Using a Texas
Department of Information Resources Contract for the Information Technology Solutions Department in an Amount
Not to Exceed $211 ,016 .00 on an Annual Basis
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Contract with TEKsystems , Inc ., us ing a Texas Department of
Information Resources Contract No. DIR-SDD-1117 for the Information Technology Solutions Department for an annual amount not
to exceed $211 ,016.00 .
DISCUSSION:
The purpose of this contract is to allow the Information 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 limited
to : 1) assistance in the installation and implementation of software packages ; 2) assistance for short-term resolutions of problems ,
such as staffing shortages for technology related projects ; and 3) staffing placement. Staff is request ing $211 ,016 .00 for three
months of serv ice through January 2011 .
Texas Department of Information Resources (DIR) is authorized to offer the cooperative purchasing prog ram to state agencies ,
public institutions of higher learning , public school districts and local governments. Pursuant to State law , a local government that
purchases goods and services under the lnterlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements .
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by IT and approved by the M/WBE Office
because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible .
AGREEMENT TERMS-Upon City Council approval , this Agreement shall beg in on November 16 , 2010 and expire on August 31 ,
2011 to correspond with the term of the DIR contract.
RENEWAL OPTIONS -This agreement may be renewed for up to two success ive one year terms at the City's option per the
conditions established in the contract between DIR and the individual vendor . This action does not require specific City Council
approval provided that the City Counci l has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
The Information Technology (IT) Sourcing Initiative will have no impact on this project.
ADM INISTRATIVE AMENDMENT -An administrative amendment or increase may be made by the City Manager, or his designee ,
for a total amount not to exceed $50,000.00 annually. Such increase or amendment does not require specific City Council approval
as long as sufficient funds have been appropriated .
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated , of
the Information Technology Fund .
http://apps.cfwnet.org/council_packet/mc_review.asp?ID =l4353&cound ldate =l1/16/20 10 (1 of 2) [11 /17/2010 12:47 :50 PM ]
.~Re vi~
¥' ~ -.
TO Fund/Account/Centers
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FROM Fund/Account/Centers
Pl68 539120 0045010 $160 ,160 .00
Pl68 539120 0041100 $50,856.00
Karen Montgomery (6222)
Peter Anderson (8781)
Mai Tran (8858)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=l4353&coundldate=ll/16/2010 (2 of 2) [11/17/2010 12 :47:50 PM]