HomeMy WebLinkAboutContract 45120 �
CITY
CONTRACT W.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), u home rule municipal corporation situated in
portions of Tarrant, Oanbzn and V0oe Counties. Taxau, acting by and through Susan A|anin, its duly
authorized Assistant City Manager, and Sentari Technologies, Inc, (the"Consultant"or"Contractor), a
Texas corporation and acting by and through Mary Nmceaoary, its duly authorized Pnemid*nt, 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. ExhibitA—GbubementofVVorkp|umanyamendmentsbothe Statement ofWork
3. Exhibit B—Professional Staffing Hourly Rates and Permanent Placement Cost
4. ExhibitC—Non'OimdoeuneAgrmmment
5. ExhibitO—NetvorkAcoeooAQn»ement
6. ExhibitE—SignotuneVehficaUonForm
7. Exhibit F—O|R Contract—O|N-SOO-2385
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the docummrte, the tonnn and conditions of this Professional
Services Agreement shall control.
The term 'Consultant" or"Contractor ohoU include the Consultant orContractor, and its officero, egentm,
emp|oyeea, napneaentaUxma, servants, contractors orsubcontractors.
The term"City"shall include its officers, employees, agents, and representatives.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of staff augmentation, permanent placements, and specific contractor project duties as defined
by the City for technology related services, Attached hereto and incorporated for all purposes incident
to this Agreement is Exhibit ^^A," Statement of Work, more specifically describing the services to be
provided hereunder.
2^ TERM.
This Agreement shall be effective November 6, 2013 ('Effective Date") and shall expire on
August 7. 2014 ("Initial Term^), unless terminated earlier in accordance with the provisions of this
Agreement. Following the Initial Term. this Agreement may be renewed at the option of the City for two
(2) additional terms of one year each (mach a "Renewal Term"). The City shall provide Consultant with
written notice of its intent to renew at least thirty(30)days prior to the end of each term.
3.
The City shall pay Omnouke/d per terms of individual executed work orders in accordance with
the provisions of this Agreement and Exhibit "B," Professional Staffing Hourly Rates and Permanent
Placement Costs, which is attached hereto and incorporated for all purposes herein. Each individual
work order shall be listed as Appendix B-1, Appendix B-2, Appendix B'3 and so forth, and each work
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order shall be attached and incorporated into the Agreement. Each work order shall set forth the name
of the Consultant personnel to provide the services, the specific project to which the personnel will be
assigned, the specific services to be provided by the personnel, the 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 personnel. In no event shall the City be liable for any overtime
rates or overtime pay for Consultant personnel, regardless of the number of hours worked by Consultant
personnel. Consultant shall be solely responsible for any required overtime pay for its personnel.
This is a non-exclusive Agreement, and services will be provided by Consultant based on the
City's staffing needs and the availability of qualified Consultant resources. No specific contract amount
is guaranteed. The Fort Worth City Council has authorized a total aggregate appropriation for staff
augmentation contracts, including this Agreement, in the amount of $3,942,630.00 annually. Invoices
will be paid by the city based solely on the hourly rates set forth in Exhibit B. All compensation is
inclusive of all work orders and expenses.
Consultant shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Consultant not specified by this Agreement unless the City first
approves such expenses in writing.
4. TERMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days'written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated.
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to perform services hereunder,
Consultant shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
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5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential oom0kctm 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.
5.2 Confidential Information. Conwu|bant, for itself and its offiomm, agents and emp|oyemm,
agrees that it shall treat all infonnadon provided to it by the City as confidential and mhoU not disclose
any such infon-nation to a third party without the prior written approval of the City.
5.3 Unauthorized Access. Consultant ahm|| stone and maintain City Information in a secure
manner and shall not allow unauthorized users to ancema, mqdih/, delete or otherwise corrupt City
Information in any way. Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been oompr#mised, in which evmnt.
Consultant uhaU, in good toith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and uhoU fully cooperate with
the City tu protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (8) years after final payment
under this contnact, or the final conclusion of any audit commenced during the said three yoors, 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 ognomm that the City shall have access during normal working hours to all necessary
Consultant facilities and mhmU be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor a0nmmo that the City ohaU, until expiration of three (3) years after final
payment of the subcontract, orthe final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent booke, dooummnto,
papers and records of such subcontractor involving transactions related to the ouhcontnoct, and further
that City oho|| have access during npnna/ working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this egn»mment, and not as agent
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this AQreement. Consultant shall have the exclusive right to nonbn| the details of its operations and
activities and be solely responsible for the acts and omissions of its ofOcero, agente, memante,
emp|oyees, contractors and mwbo#nimoctonn. Consultant acknowledges that the doctrine ufx+apondeat
superior shall not apply as between the Chy, its ofhoem, agentu, uem/ontu and mmp|pyemm. and
Conmu|hant, its officers, agents, *mp/oyemo, eemanto, 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. |tiafurther understood that the City shall in no way be considered a Co-
employer or a Joint employer of Consultant or any offioem, aUenta, umrvanto, employees or
subcontractors of Consultant, Neither Consukant, nor any offimaro, mQentm, nenvmnta, employees or
subcontractors of Consultant shall bm entitled t#any employment bmnmfitofrom the City. Consultant shall
be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees orsubcontractors.
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8. LIABILITY AND INDEMNIFICA'T'ION.
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), MALFEASANCE OR
INTENTIONAL 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
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) 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 MALFEASANCE OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
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
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 this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations of the Consultant under this Agreement prior to the
effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall
execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully
executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
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to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1.00O.0OO Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1.000.000 Each occurrence pna combined single limit basis
Coverage shall be on any vehicle used by the Conoultard, its mmp|oyaes, agento,
representatives in the course ofthe providing services under this Agreement. "Any vehicle" shall
be any vehicle owned, hired and non-owned
(n) NorkmrmCompeneedon- StatutoryUmits
(d) Technology Liability (E&O)
$1.0D0.000 Each Claim Limit
$1.UOO.00O Aggregate Limit
Coverage shall include, but not be limited to,the following:
(i)Failure io prevent unauthorized access
(ii) Unauthorized disclosure ofinformation
(iii) Implantation of malicious code ur computer virus
(iv) Freud. Dishonest or Intentional Acts with final adjudication |em0uoge
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) po|icy, or separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will bm the sole responsibility of the Prime
Vendor and may not exceed $5U.UOD without the written approval of the City. Coverage shall be
m|aimo-made, with a retroactive or prior acts date that is on or before the efhaubvm 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 ho the City ho evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thmnaon, as its intmnomda may appear. The hnnn City shall include its
emp|oyemo, offim*ro, officials,agents, and volunteers in respect bm the contracted services.
(b) The workers' compensation policy shall include a Waiver ofSubrogation (Right of Recovery) in
favor ofthe City of Fort Worth.
(n) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage oboU 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 701V2. with copies hothe City Attorney mt 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- V|| in the current A.M. 8aot Key Rating
Guido, or have reasonably equivalent financial strength and solvency tothe satisfaction of Risk
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Management, If the rating is below that rmquirmd, written approval of Risk Management is
required.
(m) Any failure on the pod of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
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Certificates of Insurance evidencing that the Consultant has obtained all required insurance eho||
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 heneundar, 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 federa|, state and local |awm,
ordinenoes, 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 ihee|[ its personal nepnemmntativeo, aooi0nu, subcontractors and successors in
intenest, as port of the consideration hemain, eQrmmo that in the performance of Consultant's duties and
obligations henmunder, it ahoU not discriminate in the treatment or employment ofany individual or group
of individuals on any basis prohibited by law. If any claim arises from on alleged violation of this non-
discrimination covenant by Conuu|tant, its personal nepneomntotivme, anmigny, subcontractors or
successors in interest, Consultant agrees bo assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICE&
Notices required pursuant to the provisions of this Agreement shall be conclusively dwterrn|ned
to have been delivered when (1) hand-delivered to the other party, its a0mnto, emp|oyeee, eewomta or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States N1ai|, nm0iohenod, return receipt naqueob*d, addressed as
follows:
City of Fort Worth Sentoh Technologies, Inc.
Attn: Susan/Uonie.Assistant City Manager Attn: Mary Necessary
1000Throckmorton 1G775 Addison Road Suite 6O0
Fort Worth TX 78102-6311 Addison, TX75001
Facsimile: (817)302-8654 Facsimile: 972-716-0299
With Copy tu the City Attorney
Ad same address
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant oho||, during the term of this agreement and additionally for a
period of one year after its hsrminadion, solicit for employment or mmp|oy, 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 ofthe person's employer. Notwithstanding the foregoing,
this provision nhoU not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
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15. GOVERNMENTAL POWERS/IMMUNrrIES
bis understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers orimmunities,
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any bamn or provision of
this Agreement orto exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance orbm assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the |uwm of the State of Texas. If any
action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division,
18.
If any provision of this Agreement is held to be inva|id, iUmgo| or unenfonceab|e, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19' FORCE MAJEURE.
The Qty and Consultant shall exercise their beat efforts to meet their respective duties and
obligations as set forth in this Agreement, but ohmU not be held liable for any delay or omission in
performance due to force msjeune or other causes beyond their reasonable onnbn|, inc|uding, but not
limited io, compliance with any government |avv, ordinance or re]u|ation, acts of God, acts of the public
enamy, fires, strikes, /oohouto, natural disastena, wmno, hots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADING$ NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
m pad of this A0neement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal nu|mo of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22.
No amendment of this Agreement shall be binding upon m 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 Agrommant, including the schedule of exhibits attached hereto and any documents
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incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an ohQina|, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will beofa professional quality and confomn to generally
prevailing industry standards. City must give written noUoaof any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event. at Consultant's option. Consultant
shall either(a) use commercially reasonable efforts hore-perfonnthe services ina manner that conforms
with the warranty, or(b) refund the fees paid by the City to Consultant for the nonconforming services,
26. Intentionally Deleted
27. NETWORK ACCESS.
27.1 City Network Access. If Connu|tant, and/or any of its emp|oyees, offiuem, ogenho,
servants or subcontractors (for purposes of this section "Consultant Peraonne|^), requires access to the
City's computer network in order to provide the services herein, Consultant shall execute and comply with
the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all
purposes.
27.2 Federal Law Enforcement Database Access, If Consultant, or any Consultant Penyonne|,
requires access to any federal |avv enforcement database or any federal criminal history record
information ayatem, including but not limited to Fingerprint Identification Records System (^F|R8^).
Interstate Identification Index System (~||| Gyabmm^). National Crime Information Center (^NC|C^) or
National Fingerprint File (^NFFl, that is governed by and/or defined in Tdho 28. Code of Federal
Regulations Part 20 (^CFR Pod 20~), for the purpose of providing oemioae for the administration of
criminal justice as defined therein on behalf ofthe City under this Agneement. Consultant shall comply
with the Criminal Justice |nfonna8on Services Security Policy and CFR Part 20, and shall separately
execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (|NA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9). maintain
photocopies of all supporting employment eligibility and identity documentation for all emp|oyeeu, and
upon request. provide City with copies of all 1-0 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 oem|oea. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
or liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision byConsultant.
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39. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Secton42. if either City mConsultant has aolaim.
dispute, or other matter in question for breach of duty, ob|igotiona, aenvioao 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, orbreach. The notice shall state the nature of the dispute and list the party's
specific reasons for such diapute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make o good faith effort,either through email, mail, phone conference,
in parson mmebngm, or other reasonable means &u resolve any claim, diopute, bnmmoh or other maoerin
question that may arise out of, orin connection with this Agreement. |f the parties fail to resolve the dispute
within forty-five (46) days of the date of receipt of notice of the dispute, then either party may immediately
issue notice of termination for breach to the other party or, in the obemmbva, upon written consent of
authorized representatives of both pmrtiao, the parties may submit the matter to non-binding mediation in
Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with
the Industry Arbitration Rules of the American Arbitration Association or other applicable m|mo governing
mediation then ineffect, The mediator shall be agreed to by the parties. Each party shall be liable for its
own expmnoeo, including attorney's fees; hovwsver, the parties shall share equally in the costs of the
mediation. |f 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 aocondomoa with this informal dispute resolution
pnocmuo, the parties agree to continua without delay all of their respective duties and obligations under
this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal
dispute resolution process set forth herein, apply boo court having jurisdiction fora temporary restraining
order or preliminary injunction where such relief is necessary to protect its interests.
30' REPORTING REQUIREMENTS
For purposes of this section,the words below shall have the following meaning:
Child shall mean o person under the age cfi8 years ofage.
Child pornography means an image of o child engaging in sexual conduct or sexual performance as
defined by Section 43.2Sof the Texas Penal Code.
Computer means an m|ectronic, magnmtio, optico|, e|ectnmchennb:a|, or other high-speed data processing
device that performs loQima|, ohthmebc, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related ho the device.
Computer technician means an individual m/ho, in the oounoa and scope of employment or buminaoo,
inotoKo, rapaino, or otherwise services m computer for a fee. This shall include installation of software,
hardware,and maintenance services.
If Consultant meets the definition of Computer Technician as defined henein, and while providing services
pursuant to this Agraement, views on image on a computer that is or appears to be child ponnnQnaphy.
Consultant shall immediately report the discovery of the image to the City and to a local or state |mm/
enforcement agency orthe Cyber Tip Line at the National Center for Missing and Exploited Children. The
report must include the name and address of the owner or person claiming o right to possession of the
oompubmr, if known, and as permitted by law. Failure by Consultant to make the report required herein
may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY.
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The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective porty, and that such binding authority has been granted by
proper order, rmoo|ubon, ordinance or other authorization of the b This Agnommmnt, and any
amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on theVeriftetiom of Signature Authority Fonn, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
32. TERMINATION OF PREVIOUS AGREEMENT.
Execution of this Agreement terminates City Secretary Contract ("CSC") Nu. 30473 as amended
and as otherwise extended (collectively the "Previous Agreement~). Notwithstanding the foregoing, all
services currently being provided pursuant to the Previous Agreement as of the Effective Date of this
Agreement, shall continue in fv|| force and effect pursuant to the terms and conditions of the individual
work orders and pursuant tn this Agreement, save and except for the term.
The following work orders incorporated into the Previous Agreement shall be incorporated into
and continue under this Agreement unless and until the City provides notice to the Consultant that such
services are no longer needed, or upon termination or expiration of this Agreement:
• Appendix B'14C—Personnel assigned: Patty Lake Rate: $155�00
• Appendix B-18A—Personnel assigned: RoddoraLme Robe: $90.00
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Appendix 8'23—Personnel assigned: JohnBhmrto Rate: s8Z00
"
Appendix 8'24—Personnel assigned: Mark Haws Rate: $35.00
°
Appendix 8-28—Personnel assigned: 8ombiCurtin Rate: $85.00
�
Appendix 8'3O—Personnel assigned: GcoffRobbo Rabe: $78.00
°
Appendix 8-32—Personnel assigned: AdamGiUihan Rate: *29.00
=
Appendix 8'34—Personnel assigned: Mark Huber Rabe: $88.00
°
Appendix 8'35—Personnel assigned: VmnuYa|axarthy Rate: *116.00
°
Appendix 8-3G—Personnel assigned: John Gearhart Robe: *38.00
�
Appendix 8'37—Personnel assigned: Shawn Wiley Rate: *37.00
|T Professional Services Staff Augmentation Agreement Revised November 7,2013_mmf
SenmhTocnnn|oniou.Inc.
EXHIBIT A
STATEMENT OF WORK
Requirements Statement of Work and Contractor Response
On an as needed basis, the City of Fort Worth will provide a Requirements Statement of Work("RSOW")
for nmepqnom from Contractor. Contractor must submit a response in the manner and timmframm as
determined and set forth in the Requirements SOW.
j. Staff Augmentation:
For staff augmentation, the City will provide an RSOVV that includes the skill set required for the
Contractor employee(s) needed and an estimated length of time the Contractor employee(s) are needed.
The RSON will be divided into at least three sections or exhibits. The first section will identify at o
minimum, the billing rate for standard workweek and an overtime billing rate (if applicable). The second
section will include the expected qua|ifioadonsof the Contractor emp|oyee(m) and the expected results of
the work to be performed. The last section or exhibit will be the latest version of the City of Fort Worth job
description that best describes the duties and qualifications and fits the need for the requested Contractor
employee(s). There will also bea section for authorized signatures by both the Contractor and the City.
2. Proffiects needed by the City of Fort Worth:
When the City needs Contractor emp|oyee(s) bo assist with on identified project, the City will provide an
RSOVV to the Contractor outlining the City's needs for the specific pnojmct. Elements of the RSOVV
include but are not limited to:
(a) Scope
(b) Out ofScope
(c) Customer Objectives
(d) Customer requested dates for project bobm fully implemented intest and/orpnoducdon
(m) City of Fort Worth point ofcontact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
(i) Interfaces
0) Technical Requirements
(h) Capacity Planning
(0 Impact Assessment
(m) Issues
(n) Reporting Requirements
(o) Deadline for Contractor Response
Asm part of the Contract Response, the Contractor will bm expected bm address the issues ao outlined in
the RSOW.To accomplish the objectives in the RSOW the Contractor will indicate, at a minimum,the skill
sets for the Contractor emp|myee(s), the number of Contractor employee(s) needed, and list the
Conbadoremp|oyme(o) who meet the requirements set out in the City's RSOVV. A resume ohoU be
included for each Contractor employee named. Additionally, the Contractor will describe the proposed
payment terms. The Contract's response should be in the form of a work order that includes a place for
signatures ofan authorized representative from both the Contractor and the City.
3. Permanent Placements:
If the City is emmhin0 rmfmrnm|e for a permanent p|mnmmmnt. the Contractor may submit candidates for
consideration hobmhired. If the City hires an individual referred by the Contractor, then the City will pay a
percentage of the annual salary (see Exhibit B) for either a person who has not previously contracted
work for the City or an individual who has worked at least three months as a Contractor employee.
n Professional Services Staff Augmentation Agreement Revised November 7, zo/oLmm,
8emmn Technologies,Inc.
IN IT ESS W EREO the parties hereto have executed this Agreement in multiples this,' `day of
I w �20 „.
M&C: Date:
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
Sys ,.. . � ' �
NAME OF CONSULTANT:
S san Tanis By:
A nt City Manager
Title:
Date: �� �-' 4
Date: 0,9—X0/3
ATTE ��
n �
ATTEST:
By: M
City Se r
�M
8” - me:
APPROVED AS T ORM
AND LEGA
B Jf 4
Males B. Farmer k"4v �
Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: C-26551 Date: 11/5/2013
IT Professional Services Staff Augmentation Agreement Revised IW ember 7,20 3 mbf
Sentari Technologies,Inc. l l O'F'FICIAI RECORD
CITY SECRETARY
tly
Contractor responsibilities in the referral process include but are not limited to:
A. Ensure that the referred candidate(s) has the minimum qualifications for the posted job.
At a minimum, the Contractor should mnouno that the last ten years of work history is
provided.
B. Ensure that the referred candidate(s) has the |mQo| right to work in the United 8babaa in
accordance with Section 2Qof this Agreement.
1. Contractor will complete a background check of all candidates. Upon request,the
information can be provided to the City if the candidate signs a release form.
2. Contractor will provide the following information for each Contractor employee
working on-site in City facilities or off site on any City equipment:
a. Candidate Information
I. Full legal name
H. Date ofBirth
iii. Driver's license number and state ofissue
iv. Proof of negative drug test
4. Local Candidates:
For each response toa City of Fort Worth RSOVVContractor will make o good faith effort to ensure that
qualified residents of the city of Fort Worth are included as part of the recruitment process for a Statement
of Work or Candidate Referral process. A qualified resident is defined as a person(s) meeting the
minimum job qualifications as requested by the City in its RSOVVand living inside the Fort Worth oih/
limits at the time of the request,
|T Professional Services Staff Augmentation Agreement Revised November 7,2013Lmo/
aomun Technologies,Inc.
EXHIBIT B
Professional Staffing Hourly Rates and Permanent Placement Cost
1. Professional Staffing Hourly Rates
Appendix C,Services and Pricing Index
Vendor Name:Smtarl Tec nologles.Inc.
Programmed Developer eve o per
Anatyet Developer Analyst 2
e toper Analywl
evelo er I
ProgrammerlDeveloper Dewlo er2
eveloper
Software Test Analyst 1
Software Test Analyst Software Test Anal 2
ere est ne
Applications Technical Writer 1
Technical Writer Technical Writer 2
Technical Wrier
Business Analyst 1
Business Analyst Business Analyst 2
Business Analyst 3
System Analyst I
System Analyst tom Ana t 2
tom a t /r
Database Architect I
Database Amhhect Database Architect 2 r. 1
Database Architect
Daft Warehouse Architect I
Data Management Data Warehouse Architect Data Warehouse Architect 2
Data War owe Arc act
Database Administrator 1
Database Administrator Database Administrator 2
ME se m s re r
Enterprise Architect Enterprise Architect ►ice Architect 1
e Architect
Project Manager Project Mann er 1
Project Management Project Manager 2 '(
Project Lead Project Lead I r
Project Lead 2
Network Engineer Network Engineer 1
Network En In 2
Telecom/Networking Network Admieer nlatrator
Network Administrator Network Administrator
Network Administrator S
Security Analyst security AnaW t
security Security Analyst 2
Security Engineer Security E inner
Security Architect _SecurttvArchftect
Help Desk 1
Hatp Desk Help Desk 2
Customer Technical I Net Desk 3
Support Technical Support
Technical Support Technical Su rt 2
Technical Support 3
IT Professional Services Staff Augmentation Agreement Revised November 7,2013 mbf
Sentari Technologies,Inc.
13
2. Placement Costs
o. If the City of Fort Worth hires a Contractor employee as a City employee because of
rmfmno| during a recruitment prooeeo. Contractor will charge the City a maximum of 20%
of the employee's annual salary.
b. If an individual has worked as a Contractor employee on the City of Fort Worth site for at
least three months (a minimum of 480 hours), and the City determines it wants to hire the
individual as a permanent City employee,then Contractor will charge the City a maximum
of1296of the employee's annual salary.
n Professional Services Staff Augmentation Agreement Revised November 7, 00/3-/"*/
enm*nroonov/onmm./no.
EXHIBIT C
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City"
located at 1000 Thnmckmodon Gtnmet, Fort VVodh, Texas, 76102. and [Genbori Technologies Inc.]
("Recipient' or ^Contnoctor") with offices located ad16775Addison Rood Suite GUU, Addioon, TX 75001.
Pursuant to services being provided under this Professional Services Staff Augmentation Agreement, the
City may be disclosing sensitive and confidential information of personal nature for business, tranking.
or other purposes ("Confidential Information" or "City-provided Information") to the Contractor and/or the
Contractn/s employee(s). The City would not make such diedoeunmo without Recipient's agreement to
maintain confidential treatment of such information. It is understood that confidential, sensitive or personal
information provided by the City may be the property of City partoenu. City employees or offiniu|e, as well
as of City. itself. For purposes of this Agreemant. Recipient ahoU include Contnoctor, its employees,
directors, officers, agents, and representatives.
Therefore,the parties agree mofollows:
1, Recipient will not disclose or use any sensitive, peneonal, or confidential information from City
designated orally or in writing as "Confidential" or"Sensitive" or in like mmndo. or which Recipient
should reasonably know is sensitive or confidential, without the prior written consent of City, and
then only to the extent specified in such consent. Confidential Information may not be copied by
Recipient. Recipient oQrmeo 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 Recipients employees or consultants who
are bound ho maintain its confidentiality.
The Confidential Information is being disclosed for the following purposes: Supplemental staff
augmentation and/or permanent placement services.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received from a third party not bound in a confidential relationship to City (iii) is published or
otherwise made known to the public by City (iv) is independently developed by Recipient or
Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be
disclosed pursuant to m court order, duly authorized oubpoeno, or other governmental or
legislative authority. |n such cases, notice must be provided to City prior to such disclosure.
3. Upon request byCity, Recipient shall return all information received, with a letter confirming that
the Confidential Information has in no way been oompnomimnd, reproduced or copied and that all
copies have been returned.
4. This Agreement shall be binding on the parties and their successors and assigns, and shall he
governed by the |ome of the state of Texas. This Agreement ohoU be effective for as long as the
Contract remains effective ("Initial Term") with respect to any Confidential Information which is
disclosed by City unless either party notifies the other that subsequent disclosures are not to be
included within the terms of this Agreement.
5. This Agreement specifically prohibits the Recipient from granting any access to City-provided
information to any third party. The Recipient is ao|a|y responsible to protect access to City-
provided information against any third party while the information is in the Recipient's possession.
G. Recipient agrees that it shall stone and maintain City Information in o secure manner and shall
not allow unauthorized users toaccess, modify, delete or otherwise corrupt City Information in
any way. Recipient shall notify the City immediately if the security or integrity of any City
|T Professional Services Staff Augmentation Agreement Revised November 7, 2013-mo,
8entan Technologies,Inc.
information has been compromised or is believed to have been compromised.
7. The Recipient shall not distribute any information in any form that was in all or partly derived from
any City-provided information.
8. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY
INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY BY RECIPIENT,
ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES
THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR
DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR
FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. RECIPIENT, AT
RECIPIENT'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES
FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE
EXTENT THAT THE SAME ARISES FROM THE UNAUTHORIZED USE, DISTRIBUTION,
DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED
BY THE SOLE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
RECIPIENT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3)
years after termination or expiration of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, data, documents, papers and records, both hard
copy and electronic, of the Recipient, and any sub-recipient, involving transactions relating to this
Agreement. Recipient agrees that the City shall have access during normal working hours to all
necessary Recipient, and any sub-recipient facilities and shall be provided adequate and
appropriate work space in order to conduct audits to ensure compliance with the provisions of this
section. The City shall give Recipient, or any sub-recipient, reasonable advance written notice of
intended audits.
10. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in
any manner except by written instrument signed by an authorized representative of both the City
and Recipient.
11. Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement
without the express written consent of the City.
City of Fort Worth [CONSULTANT]:
A ho zed Signature Authorized Sicjnature�
CLIO
Name } Name
Title Title
IT Professional Services Staff Augmentation Agreement Revised November 7,2013 mbf
Sentari Technologies,Inc.
16
EXHIBIT
NETWORK ACCESS AGREEMENT
1' The Network. The City owns and operates computing environment and network (collectively
the '^Ne kmmxnk'`). Contractor mhmhwo to access the City's network in order to provide supplemental staff
augmentation and/or permanent placement services. In order to provide the necessary support,
Contractor needs access to Internet, Intranet, and email.
2 Contractor is hereby granted a limited right of mnoemm to the City's
Network for the sole purpose of providing supplemental staff augmentation and/or permanent placement
services. Such occmoo is granted subject to the tamno and conditions forth in this Agreement and
applicable provisions of the City's Administrative Regulation 8'7 (Electronic Communk:abons Resource
Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of
this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the dote of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to m ompaneho contrmot, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will ba associated with the Services designated below.
Services are being provided in accordance with City Secretary Contract No.
LJ Services are being provided in accordance with City of Fort Worth Purchase Order No.
X Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
Fl No services are being provided pursuant to this Agreement.
4. Renewal. At the end ofthe first year and each year thereafter, this Agreement may berenewed
annually if the following conditions are mmd�
4'1 Contracted services have not been completed.
4,2 Contracted services have not been terminated.
4.3 Within the thirty(3O) days prior ho the scheduled annual expiration cf this Agreement,the
Contractor has provided the City with a current list oyits officera, m0mnto, oemants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of uarvices. Contractor
shall provide the City with o current list ofofficers, a0ento, mervants, employees or representatives that
require Network credentials on on annual basis. Failure to adhere hmthis requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agento, servontu, employees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contnaotor, its offiuss, agents, servants,
employees or nmpnmoentodivee. 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 Qty immediately to deny
Contractor access tothe Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement orat law orinequity.
5.1 Notice to Contractor Personnel-Forpurposeoofthiyseotion. ContractorPmraonne| mhaU
include all offioero, agents, oemvantm, emp|oyemm, or nopnooemdoUwas of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
|T Professional Services Staff Augmentation Agreement Revised November 7, 2013-mor
G*mohTeconumniem.Inc.
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations
regarding public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City.
Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information 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 contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTHI- CONTRACTOR NAME:
tiltstant
s Name: lVec c ff y
Alanr
Date: M Hager Title: e1� 1::2
Date:
ATTE
. µ, O
By: 1/4
i Secreta
APPROVED S
FORMA D LE I arm
Assistant City Attorney RECORD
M&C: none required wiNIT M ��(w .
IL ai;) I9111'4 lu `11�1d ,
IT Professional Services Staff Augmentation Agreement WVMIWCrV1W '1711 �73�1��1rnbf
Sentari Technologies,Inc.
18
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Sentari Technologies, Inc.
Legal Address: 16775 Addison Road Suite 600, Addison, TX 75001
Services to be provided: Supplemental staff augmentation and/or permanent placement services
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name: Korri Lane
Position: sines evelopment Manager
Sign ture
2. Na e: Ilia Crow
Position: Financial Operations Director
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CIE0
Other Title:
Date: L/ — 'ZO! 13
IT Professional Services Staff Augmentation Agreement Revised November 7, 2013 mbf
Sentari Technologies,Inc.
19
EXHIBIT F
DIR-SDO-2385
DIR Contract No. DIR-SDD-2385
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR
INFORMATION TECHNOLOGY STAFF AUGMENTATION SERVICES(ITSAC)
SENTARI TECHNOLOGIES,INC.
1. Introduction
A. Parties
This Contract for services Is entered Into between the State of Texas, acting by and
through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 15th Street,Suite 1300,Austin, Texas 78701,and Sentari
Technologies, Inc. (hereinafter"Venclor), with its principal place of business at 16775
Addison Road,Suite 600,Addison,Texas 75001.
B.Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State
of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic
State Business Daily, Request for Offer(RFO) DIR-SDD-TMP-204,on March 12, 2013,
for Information Technology Staffing Augmentation Contracts. Upon execution of this
Contract,a notice of award for RFO DIR-SDD-TMP-204 shall be posted by DIR on the
Electronic State Business Daily.
C. Order of Precedence
This Contract;Appendix A,Standard Terms and Conditions For Information Technology
Staff Augmentation Contracts (ITSAC); Appendix B, Vendors Historically Underutilized
Businesses Subcontracting Plan; Appendix C, Services and Pricing Index; Exhibit 1,
Vendor's Response to RFO DIR-SDD-TMP-204, including all addenda-, and Exhibit 2,
RFO, DIR-SDD-TMP-204, including all addenda; are incorporated by reference and
constitute the entire agreement between DIR and Vendor. In the event of a conflict
between the documents listed in this paragraph, the controlling document shall be this
Contract,then Appendix A,then Appendix B,then Appendix C,then Exhibit 1 and finally
Exhibit 2. In the event and to the extent any provisions contained in multiple documents
address the same or substantially the same subject matter but do not actually conflict,
the more recent provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The term of this Contract shall be one(1)year commencing on the last date of approval
by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend
this Contract,upon mutual agreement,for up to two (2)optional one-year terms. If there
are no sales at the end of the initial term,this Contract may not be renewed. Protracted
contract negotiations may,in DIR's sole discretion,result in fewer optional terms,
3. Service Offerings
Services available under this contract are limited to information technology staff
augmentation services as specified in Appendix C,Services and Pricing Index,
IT Professional Services Staff Augmentation Agreement Revised November 7, 2013—mbf
Sentari Technologies,Inc.
20
DIR Contract No. DIR-SDD-2386
Vendor Contract No.
4. Pricing
A. Pricing
Pricing shall be in accordance with Appendix C,Services and Pricing Index.
B. Cost Recovery Fee(CRF)
The CRF specified in Section 5 below shall not be broken out as a separate fine item
when pricing or invoice is provided to Customer.
C. Tax-Exempt
As per Section 151.309, Texas Tax Code, Customers under this Contract are
exempt from the assessment of State sales, use and excise taxes. Further,
Customers under this Contract are exempt from Federal Excise Taxes, 26 United
States Code Sections 4253()and
D. Travel Expense Reimbursement
Pricing for services provided under this Contract are exclusive of any travel
expenses that may be Incurred In the performance of those services. Travel
expense reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
reimbursement rates shall not exceed the maximum rates established for state
employees under the current Slate Travel Management Program
(http://v~.vvindow.state.tx.us/procurement/pro-q/stmp/.). Travel time may not be
included as part of the amounts payable by Customer for any services rendered
under this Contract The DIR administrative fee specified in Section 5 below is not
applicable to travel expense reimbursemert. Anticipated travel expenses must be
pre-approved in writing by Customer.
I— Changes to Prices
Vendor may change the price of any service at any time,based upon changes to the
MSRP, but discount levels shall remain consistent with the discount levels specified
in this Contract. Price decreases shall take effect automatically during the term of
this Contract and shall be passed onto the Customer immediately.
6. DIR Cost Recovery Fee
A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of
all sales to Customers pursuant to this Contract Is one percent(11.00%). Payment will be
calculated for all sales,net of returns and credits. For example,the Cost Recovery Fee
(CRF)for sales totaling$100,000 shall be$1000.00.
B) All prices quoted to Customers shall include the CRF. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written
notice to Vendor without further requirement for a formal contract amendment. Any
change In the CRF shall be incorporated In the price to the Customer.
2
IT Professional Services Staff Augmentation Agreement Revised November 7,2013—mbf
Sentad Technologies,Inc.
21
DIR Contract No. DiR-SDD-2385
Vendor Contract No.
6. Notification
All notices under this Contract shall be sent to a party at the respective address
indicated below.
If sent to the State:
Grace Windbigler,CTPM,CTCM
Enterprise Contract Management
Department of Information Resources
300 W. 15" St.,Suite 1300
Austin,Texas 78701
Phone: (512)463-2861
Facsimile:(512)475-4700
If sent to the Vendor:
Mary Necessary
Sentari Technologies,Inc.
16775 Addison Road,Suite 600
Addison,TX 7500I
Phone:(972)716-0893
Facsimile:(972)716-0299
Email: mary.necessary@sentari.00m
7. Intellectual Property Matters
A.Definitions
1."Work Product'means any and all deliverables produced by Vendor for Customer
under a Statement of Work issued pursuant to this Contract, including any and all
tangible or intangible items or elements have been or will be prepared, created,
developed, invented or conceived at any time following the effective date of the
Contract, Including but not limited to any(0 works of authorship(such as manuals,
instructions, printed material, graphics, artwork, Images, illustrations, photographs,
computer programs, computer software, scripts, object code, source code or other
programming code. HTML code, flow charts, notes, outlines, lists, compilations,
manuscripts, writings, pictorial materials, schematics, formulae, processes,
algorithms, data, information, multimedia files, text web pages or web sites, other
written or machine readable expression of such works fixed in any tangible media,
and all other copyrightable works), (ii)trademarks,service marks,trade dress,trade
names, logos, or other Indicia of source or origin, 010 Ideas, designs, concepts,
personality rights, methods, processes, techniques, apparatuses, inventions,
formulas, discoveries, or improvements, including any patents, trade secrets and
know-how, (iv)domain names,(v)any copies,and similar or derivative works to any
of the foregoing,(vi)all documentation and materials related to any of the foregoing,
(vii) all other goods, services or deliverables to be provided to Customer under the
Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of
the foregoing, and which are or were created, prepared, developed, invented or
conceived for the use or benefit of Customer in connection with this Contract or a
Statement of Work, or with funds appropriated by or for Customer or Customer's
benefit: (a)by any Vendor personnel or Customer personnel, or (b)any Customer
personnel who then became personnel to Vendor or any of its affiliates or
subcontractors,where,although creation or reduction-to-practice is completed Mile
3
IT Professional Services Staff Augmentation Agreement Revised November 7, 2013—mbf
Sentarl Technologies,Inc.
22
DIR Contract No. DiR-SL>D-2386
Vendor Contract No.
the person is affiliated with Vendor or its personnel, any portion of same was
created,invented or conceived by such person while.affillated with Customer.
2. "Intellectual Prop" Rights" means the worldwide legal rights or interests
evidenced by or embodied in:()any idea,design,concept,personality right,method,
process, technique,apparatus, invention, discovery, or improvement, including any
patents, trade secrets, and know-how-, (ii) any work of authorship, including any
copyrights,moral rights or neighboring rights;(ii)any trademark,service mark,trade
dress, trade name, or other indicla of source or origin; (iv) domain name
registrations;and(v)any other proprietary or similar rights. The Intellectual Property
Rights of a party include all worldwide legal rights or interests that the party may
have acquired by assignment or license with the right to grant sublicenses.
3- "Statement of Work` means a document signed by Customer and Vendor
describing a specific set of activities and/or deliverables, which may include Work
Product and Intellectual Property Rights. that Vendor is to provide Customer,issued
pursuant to the Contract.
4, "Third Party IP" means the Intellectual Property Rights of any third party not a
party to this Contract, and which Is not directly or indirectly providing any goods or
services to Customer under this Contract.
5. 'Vendor IF" shall man all tangible or intangible gems or things, including the
Intellectual Property Rights therein, created or developed by Vendor (a) prior to
providing any Services or Work Product to Customer and prior to receiving any
documents, materials, Information or funding from or on behalf of Customer relating
to the Services or Work Product,or(b)after the Effective Date of the Contract if such
tangible or intangible items or things were independently developed by Vendor
outside Vendor's provision of Services or Work Product for Customer hereunder and
were not created, prepared, developed, Invented or conceived by any Customer
personnel who then became personnel to Vendor or any of its affiliates or
subcontractors,where, although creation or reduction-to-practice Is completed while
the person Is affiliated with Vendor or Its personnel, any portion of same was
created,invented or conceived by such person while affiliated with Customer.
B.Ownership.
As between Vendor and Customer, the Work Product and Intellectual Property Rights
therein are and shall be owned exclusively by Customer, and not Vendor. Vendor
specifically agrees that the Work Product shad be considered'works made for hire"and
that the Work Product shall, upon creation, be owned exclusively by Customer. To the
extent that the Work Product,under applicable law,may not be considered works made
for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys,
assigns,and relinquishes exclusively to Customer at right,title and interest in and to all
ownership rights in the Work Product, and all Intellectual Property Rights in the Work
Product, without the necessity of any further consideration, and Customer shall be
entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor
to be a joint author of the Work Product within the meaning of the Copyright Act of 1976.
Customer shall have access, during normal business hours (Monday through Friday,
8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials,
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IT Professional Services Staff Augmentation Agreement Revised November 7, 2013—mbf
Sentarl Technologies,Inc.
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DIR Contract No. DIR-SDD-2385
Vendor Contract No.
premises and computer files containing the Work Product. Vendor and Customer, as
appropriate,will cooperate with one another and execute such other documents as may
be reasonably appropriate to achieve the objectives herein. No license or other right is
granted hereunder to any Third Party IP, except as may be incorporated in the Work
Product by Vendor,
C.Further Actions.
Vendor,upon request and without further consideration,shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more ful.ly the
transfer of ownership and/or registration of all Intellectual Property Rights in all Work
Product to Customer to the fullest extent possible, including but not limited to the
execution, acknowledgement and delivery of such further documents in a form
determined by Customer. In the event Customer shall be unable to obtain Vendor's
signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond
to Customer's repeated requests for such signature on any document reasonably
necessary for any purpose set forth in the foregoing sentence, Vendor hereby
irrevocably designates and appoints Customer and its duly authorized officers and
agents as Vendor's agent and Vendor's attorney-in-fact to act for and in Vendor's behalf
and stead to execute and file any such document and to do all other lawfully permitted
acts to further any such purpose with the same force and effect as if executed and
delivered by Vendor, provided however that no such grant of right to Customer is
applicable if Vendor fails to execute any document due to a good faith dispute by Vendor
with respect to such document. It is understood that such power is coupled with an
interest and is therefore irrevocable. Customer shall have the full and sole power to
prosecute such applications and to take all other action concerning the Work Product,
and Vendor shall cooperate, at Customer's sole expense, in the preparation and
prosecution of all such applications and in any legal actions and proceedings concerning
the Work Product.
D.Waiver of Moral Rights.
Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral
Rights in or to the Work Product which Vendor may now have or which may accrue to
Vendor's benefit under U.S. or foreign copyright or other laws and any and all other
residual rights and benefits which arise under any other applicable law now in force or
hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its
assignment and waiver of such Moral Rights. The term"Moral Rights" shall mean any
and all rights of paternity or integrity of the Work Product and the right to object to any
modification,translation or use of the Work Product,and any similar rights existing under
the judicial or statutory law of any country in the world or under any treaty,regardless of
whether or not such right is denominated or referred to as a moral right.
E.Confidentiality.
All documents, Information and materials forwarded to Vendor by Customer for use in
and preparation of the Work Product, shall be deemed the confidential Information of
Customer, and subject to the license granted by Customer to Vendor under sub-
paragraph H. Hereunder,Vendor shall not use,disclose,or permit any person to use or
obtain the Work Product,or any portion thereof,in any manner without the prior written
approval of Customer.
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IT Professional Services Staff Augmentation Agreement Revised November 7,2013—mbf
Sentarl Technologies,Inc.
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DIR Contract No. DIR-SDD•2386
Vendor Contract No.
F.Injunctive Relief.
The Contract is intended to protect Customer's proprietary rights pertaining to the Work
Product, and the Intellectual Property Rights therein, and any misuse of such rights
would cause substantial and irreparable harm to Customer's business. Therefore,
Vendor acknowledges and stipulates that a court of competent jurisdiction rroy
immediately enjoin any material breach of the intellectual property, use, and
confidentiality provisions of this Contract,upon a request by Customer,without requiring
proof of irreparable injury as same should be presumed.
G.Return of Materials Pertaining to Work Product.
Upon the request of Customer, but in any event upon terrnination or expiration of this
Contract or a Statement of Work,Vendor shall surrender to Customer all documents and
things pertaining to the Work Product, including but not limited to drafts, memoranda,
notes, records, drawings, manuals, computer software, reports, data, and all other
documents or materials (and copies of same) generated or developed by Vendor or
furnished by Customer to Vendor, including all materials embodying the Work Product,
any Customer confidential information, or Intellectual Property Rights in such Work
Product, regardless of whether complete or incomplete. This section is intended to
apply to all Work Product as well as to all documents and things furnished to Vendor by
Customer or by anyone else that pertains to the Mrk Product.
H.Vendor License to Use.
Customer hereby grants to Vendor a non-transferable, non-exclusive, royalty-free, fully
paid-up license to use any Work Product so"as necessary to provide the Services to
Customer. Except as provided in this Section, neither Vendor nor any Subcontractor
shall have the right to use the Work Product In connection with the provision of services
to its other customers without the prior written consent of Customer,which consent may
be withheld in Customer's sole discretion.
I.Third-Party Underlying and Derivative Works.
To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work
Product, or are necessary to provide the Services, Vendor hereby grants to the
Customer, or shall obtain from the applicable third party for Customer's benefit, the
irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for
Customer's internal business purposes only, to (i) use, execute, reproduce, display,
perform, distribute copies of,and prepare derivative works based upon such Vendor IP
or Third Party IP and any derivative works thereof embodied in or delivered to Customer
In conjunction with the Work Product, and (10 authorize others to do any or all of the
foregoing. Vendor agrees to notify Customer on delivery of the Work Product or
Services if such materials include any Third Party IP, On request,Vendor shall provide
Customer with documentation indicating a third party's written approval for Vendor to
use any Third Party IP that may be embodied or reflected in the Work Product.
J.Agreement with Subcontracts.
Vendor agrees that it shall have written agreement(s) that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any
employees, agents, consultants, contractors or subcontractors providing Services or
Work Product pursuant to the Contract, prior to their providing such Services or Work
Product, and that it shall maintain such written agreements at all times during
performance of this Contract,Mich are sufficient to support all performance and grants
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IT Professional Services Staff Augmentation Agreement Revised November 7, 2013—mbf
Sentad Technologies,Inc.
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DIR Contract No. DIR-SDD-2385
Vendor Contract No.
of rights by Vendor. Copies of such agreements shall be provided to the Customer
promptly upon request.
K.License to Customer.
Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the
Customer's internal business purposes, to use, copy, modify, display, perform (by any
means), transmit and prepare derivative works of any Vendor IP embodied in or
delivered to Customer in conjunction with the Work Product. The foregoing license
includes the right to sublicense third parties, solely for the purpose of engaging such
third parties to assist or carryout Customers internal business use of the Work Product.
Except for the preceding license,all rights in Vendor IP remain in Vendor.
L.Vendor Development Rights.
To the extent not inconsistent with Customer's rights in the Work Product or as set forth
herein, nothing in this Contract shall preclude Vendor from developing for itself, or for
others, materials which are competitive with those produced as a result of the Services
provided hereunder, provided that no Work Product is utilized, and no Intellectual
Property Rights of Customer therein are infringed by such competitive materials. To the
extent that Vendor wishes to use the Work Product,or acquire licensed rights In certain
Intellectual Property Rights of Customer therein in order to offer competitive goods or
services to third parties,Vendor and Customer agree to negotiate in good faith regarding
an appropriate license and royalty agreement to allow for such.
8. Authorized Exceptions to Appendix A,Standard Terms and Conditions for
Information Technology Staff Augmentation Services(ITSAC).
No exceptions have been agreed to by DIR and Vendor.
Remainder of page intentionally left blank
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IT Professional Services Staff Augmentation Agreement Revised November 7, 2013—mbf
Sentan Technologies,Inc.
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DIR Contract No. DIR-SDD-2385
Vendor Contract No.
This Contract is executed to be effective as of the lost date of signature.
SENTARI TECHNOLOGIES,INC.
Authorized By: signature on file
Name: Mary Necessary
Title: President
Date: 7119/13
The State of Texas,acting by and through the Department of Information Resources
Authorized By; signature on file
Name: Karen Robinson
Title: Executive Director
Date: 8/7/1$
Office of General Counsel: 8/6/13
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IT Professional Services Staff Augmentation Agreement Revised November 7,2013—mbf
Sentari Technologies,Inc.
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M&CRmvievv Page l of
Official site of the city m Fort Worth,Texas
CITY C OUNCIL A
GENDA
m
COUNCIL ACTION: Approved As Amended on 11/5/2013
O4TE(�HNC�LO����GTAFF|NK�
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DATE: 11/5/2013 {�-26551 L��K� ����80��^ AN[� PLA[�E/NENTSEF�V|(�E��
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MULTIPLE AWARD
NOW �W� ��KKDDE: { TYPE`
NO
CONSENT HEARING:
SUBJECT: Ratify Expenditures in the Amount of$7,473.00 and Authorize Execution of Professional
Services Agreements for Technology Staffing and Placement Services with Apex
Syahannm. Inc., Kforcm Inc., SenteriTeohno|Vg|es. Inc., and TEKeysb*mns. Inc., Using
K8u|bp|eTgxaeOepartmnentof\nfonnotionRosouncemContnactaforthe |nfonnoUon
Technology Solutions Department in the Combined Aggregate Amount of$3,142,630.00
Vnon Annual Basis (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
kio recommended that the City Council authorize the City Manager bo ratify expenditures inthe
amount of$7,473.00 and authorize the execution of Professional Services Agreements for
Technology Staffing and Placement Services, using multiple Texas Department of Information
Resources contracts with Apex Systems, Inc., using [J|R-S[J[3-2274 vv|th Kforne Inc., using C>|R'S[]D-
2337vvith SentahTmohno|ngieo, Inc., using QIR-8DD'23h5 and with TEKsyetemne. Inc., using O|R-
8DD-23G7hmrthe |nfonnmUmnTachnn|ogySo/uUonsOepartmnentinthenornbinedoOgre0eteamnount
of$3.142.03O.0Oonan annual basis.
PISCUSSION:
The purpose of these Professional Services Agreements (Agreements) is to allow the Information
Technology Solutions (|TS) Department and other City departments, to have Agreements in place for
staff augmentation to assist in the development and implementation of technology projects mndtouse
ao temporary backfi||s for staffing vacancies. These projects vvou|dinn|ude. but are not limited to:
Public Safety Radio Communications System Upgrade;
Radio Tower Replacement Project;
Software package Installation and Implementation - /.e., e-mail archiving system, Windows 7, etc.;
and
Migrations of unsupported database versions tothe most recent and supported version ofMSSQL
Server database.
Funds are included im the approved operating and capital budgets ofthe specific projects.
Texas Department of Information Resources (DIR) is authorized to offer the Cooperative Purchasing
Program to abate agencies, public institutions of higher learning, public school districts and local
governments. Pursuant to state law, a local government that purchases goods or services under the
|nter|moa| Cooperation Act satisfies otherwise applicable competitive bidding requirements.
yW/VVBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by
the IT Solutions Department and approved by the M/WBE Office, in accordance with the M/WBE or
BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or
supplier opportunities are negligible.
AGREEMENT TERMS - Upon City Council approval, these Agreements shall be authorized for a
combined aggregate amount Vf$3.142.83O.00 annually. Each Agreement shall begin onNovember
6, 2013 and expire on the dates indicated below to coincide with the expiration dates of the
h(tp://appS.cfwDet,Vr»fc0uOci\_p4cket/mDc_revievv.a3p?|D=|V0]V&counulidare=) }/5/2Ol3 ) }/7/2013
M&C Review Page 2 of
respective cooperative DIR contracts. All of the Agreements will be non-exclusive, and services will
be provided by the vendors based on the City's staffing needs and the availability of qualified vendor
resources. No specific amount Is guaranteed for either Agreement.
VENDOR CONTRACT AUTTH@RIZEB COOPERATIVE
NUMBER GONTRAGT AMO AGREEMENT
END DATE
Apex Systems, Inc. DIR-SDD-2274 $--57q,8q5 8/28/2014
Kforce, Inc. DIR-SDD-2337 ;34rr-E39 8/07/2014
Sentari Technologies, Inc. DIR-SDD-2385 $q,660,000. 8/07/2014
TEKs stems, Inc. DIR-SDD-2367 ,0E)0,@GE).W 9/03/2014
RENEWAL OPTIONS - Each Agreement may be renewed for up to two additional one year terms at
the City's option, in accordance with the terms established in the contracts between DIR and the
individual vendor. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term.
ADMINISTRATIVE AMENDMENT-An administrative amendment or increase may be made by the
City Manager in the amount up to $50,000.00 for each Agreement and does not require City Council
approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds will be available in the Fiscal Year
2014 operating budgets and capital budgets, as appropriated, of the Information Systems Fund,
Information Systems Capital Projects Fund, General Fund, and Stormwater Utility Fund.
TO Fund/Account/Centers FROM Fu nd/Accou nt/C enters
P168 539120 0043010 $598,890.00
P168 539120 0045021 $1,646,748.00
P168 539120 0043020 $6,474.00
P168 539120 0045000 $114,167.00
P168 539120 0045010 $334,231.00
P168 539120 0045030 $190,669.00
P168 539120 0048001 $452,145.00
P168 539120 0048002 $157,021.00
P251 539120 041030173580 $214.979.00
PE69 539120 0209000 $251.690.00
GG01 539120 0135010 $167,186.00
C296 539120 0131030136180 $100,942.00
GG01 539120 0141000 $400.000.00
P168 539120 0046020 $83.173.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Orlainatina Department Head: Peter Anderson (8781)
Additional Information Contact: Mai Tran (8858)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19039&councildate=11/5/2013 11/7/2013
M&C Review Page 3 of 3
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=1903 9&counci Idate=11/5/2013 11/7/2013