HomeMy WebLinkAboutContract 45161 CITY SECRETARY
CONTRACT
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT `'Agireerment" is made and entered into by
and between the CITY OF FORT WORTH (the "City"), home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alaunis, its duly
authorized Assistant City Manager, and Kforce Inc. (the "Consultant" or "'Contractor"), a Florida
corporation and acting by and through John Giseburt, its duly authorized Field Director, each iindi idu,ally
referred to,as a "party" and collectively referred to as the''parties."'
CONTRACT DOCUMENTS:
Ti S:
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. Exhibit B—Professional Staffing Hourly Dates and Permanent Placement Cost
4. Exhibit C-- on- iscllosure Agreement
5. Exhibit D,--Network Access Agreement
6. Exhibit E—Signature Verification Form
7. Exhibit.F—DIR Contract DIR-S -2337
All Exhibits attached hereto are incorporated herein and made a pert of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shalll control.
The terra "Consultant" or"Contractor" shall include the Consulltant or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The team "'City" shall include its officers, employees, agents, and representatives.
1.. SCOPE of SE VICES.
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 splecificaallly describing the services to be
provided hereunder.
2. TERM.
This Agreement shall be effective ovember 6, 201 3 "'Effective ate�� and shell e�cpire on August
0:14 "Initial term"), unless terminated earlier in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement may be reneged at the option of the City for two 2 additional
terms of one year each each a "'Renewal Term"'). the City shall provide Consultant with written notice of
its intent to renew at least thirty 30) days prior to the end of each term.
3. COMPENSATION.
The City shall pay Consultant per terms of individual executed work orders in accordance with
the provisions of this Agreement and Exhi� it "B," Professional Staffing Hourly Rates and Permanent
Placement Costs.„ which is attached' hereto and incorporated for all purposes herein. Each individuall
work order shall be listed as Appendix E-1, Appendix B-2, Appendlix B-3 and so forth, and each work
IT Professional Services Staff Augmentation Agreement
9
Kforoo, Inc.
LU 10 TX
1
Cliry SECREURY
E C E I V'E D �'11,0 V' 2 7 rFFTe WORTHs'TX
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 l'i:ab:le 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 Consuilltant 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$,3,142,630.00 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,
No
4.1. Convenience.
The City or Consultant may termilnate 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'F'unds.
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 obli ations 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 teirmli'na,tilo:n 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.
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013—mbf
Kforce, Inc.
2
5.1 Pisclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services 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. Consultant, for itself and its officers,, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any
such information to a third party without the prior written approval of the City.
5-3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City
Information in any way. Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Coinsuilltant agrees that the City shall, until the elxpirationi of three, (3), years after final payment
under this contract, or the finial conclusion of any audit commenced during the said three years,, have
access to and the right to examine at reasonable times, unless otherwise prohibited by law, any directly
pertinent books, documents, papers and records of the consultant involving transactions relating to this
Contract at no additional cost to the City. Consultant agrees that the City shall have access during
normal working hours to all necessary Consultant facilities and shall be provided adequate, and
appropriate work space in order to conduct audits in compliance with the provisions of this section., The
City shall give Consultant reasonable advance notice of intended audits.
i
Consultant further agrees to include in all its subcontractor,agreements hereunder a provision to
the effect that the subcontractor agrees, that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the, final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits.
,7. INDEPENDENT CONTRACTOR.
I
It is expressly, understood i 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 detail's of its operations and'
activities a,nd be solely responsible for the acts and omissions of its officers, agents, servants,
empllolyee,s,, contractors and subcontractors. Consultant acknowledges that the doctrine of respon 'ea
t
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 Col-employer or
a Joint employer of' Consultant or any officers,, agents, servants,, employees or subcontractors of
Consultant, Neither Consultant, nor any officers, agents, servants, employees or subcontractors of
Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible
and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents, servants, employees or subcontractors.
IT Professional Services Staff Augmentation Agreement Re vised0dober 31,11,2,0113 mbf
Kforce, Inc.
3
....... .. ................. .............. .................
A A ■ �, ,� r r
I
�' "'. ■ ,�
iw r"" ■ , ■
0 OWN as
r
_. -- ,�w yaw.. r ■ _ .. - _ r v
aw ar _ xA awn
r lw W w + .r.. ,.... ■ r aw -
oil 0
of 4 0.' aw r " �. 4 0 ! - 0 0 r - 0
I
r 11 \I1 '... r A►',-` R.. a ,w +� * �w ~. m - �'.Ni r.7A w' ;. ♦ , ""
do
#I�
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
to this Agreement.-
10.1 Coveraqe and Lim its
(a) Commercial General Liability
$1,000,0 o Each Occurrence
$1 coo,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Coinisul'tant, its employees, agents, representatives
in the course of the providing, services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned
(c) Worker's Compensation- Statutory limits
(d), Technology Liability(E,&O)
$1,000,0001 Each Claim Limit
$1,000,0010 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 (C GL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will be the solle 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.
1101.2 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 to 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 (301) 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 7610!2, with copies to the City Attorney at the same address.
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf
Kforce, Inc.
5
(d) The insurers for all policies must be licensed ands/or approved to do business in the State of
Texas. All insurers must have a minimurn ratilng, 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 approlval of Risk Management is
required.
(e) Any failure on the, part of the City to request required insurance documentation shall not constitute
a wali'ver of the insurance requirement.
(f) Certificates, of Insurance eividenciing, 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 agrelemlient will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies,Consultant of any violation of such laws, ordinances,
rulles or regulations,, Consultant shall immediately,desist from and correct the violation.
12. NONI-DI'SCR,I All AT:ION ' 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 bly law. If any claim arises from an alleged violation of this non-
discrimination colve,nanit by Consultant, its personal' representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indlemnify 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 de ermined
to have been delivered when (1) hand-delivered to the other party,, its agents, emplloyees, 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 Kforce, Inc.
Attn: Susan Alanisl Assistant City Manager Attn.- John Giseburt—Field Director
1000 Throckmorton 801 Cherry St. Suite 225
Fort Worth TX 76102-63111 Fort Worth, TX 761102
Facsimile: (817) 392-8654 Facsimile: 817-334-2445
With, Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
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 cointractor', any person who, is or has been employed by the other during the term, of this
agreement, without the prior written consent of the person's employer. Notwithstanding,the foregoing, this
IT Professional Services Staff Augmentation Agreement Revised October 31, 2,013 mbf
Kforce, Inc.
6
.............................
provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party,
15. GOVERNMENTAL POWERS11MMUNrrIES
It is un�derstolold and' agreed that by execution of this Agreement, the City doles 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
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate, performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This A ree,milen:t shall be construed in accordance with the laws, of the State of Texas. If any
action, whether real or asserted, at law or in equ,ilty, 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. SEVER ABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJ'EURE.
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 maje,u�re or other causes beyond their reasonable control, including,, blurt not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy,, fires; strifes, loickoults, natural' d'isasters, wars, riots,l material or labor restrictions by any
governmental authority, transportation probilems and/or ainy other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed'
a part of this Agreement, and are not intended to define or limit the scope of any provision of' this
Agreement.
21 REVIEW OF'COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits, hereto.
22., AMENDMENTS.,
No amendment of this Agreement shall be binding upon a party hereto unless such amendment is
set forth in a written instrume�nt, which is executed by an authorized representative of each party.
IT Professional Services Staff Augmentation Agreement Revised October 31', 2013 mbf
Kforce,, Inc.
7
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24,. COUNTERPARTS.
'his Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, Ibut all such counterparts, shall together constitute one and the same
instrument.
251. WARRANTY OF'SERVI'CES.
Consultant warrants that its services will be of a professional quality and conform to, generally
prevailing indlustry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant
shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or (b) refund up to 40 hours worth of fees paid by the City to Consultant for the
nonconforming services,.
26., ACCEPTANCE.
CITY shalll review and approve time sheets, for each Consultant employee promptly at the end of
each week. CITY's approval of such time sheets shall be evidenced by its signature thereon or, if
electronic time sheets are used, by the electronic approval method in the appilicalble electronic
timekeeping system. Such approval shall constitute acceptance of the work performed by the
Consultant employee(s) and CITY's agreement to pay Consultant. Acceptance by CITY shall not
be unreasonably withheld. CIT'Y' must provide written notice to, Consultant of a good faith dispute
within 10 days of receipt of the time sheet. CITY shall be deemed to have accepted the time
sheet and the services provided if CITY fails to notify Consultant of such a dispute or fails to
approve within 10 days of receipt of the time, sheet. Time sheets shall) be consolidated by
Consultant employee, by week.
27'. NETWORK ACCESS.
27.1 City Network Access, If Consultant, and/or any of its employees, officers, agents, servants
or subcontractors (for puirploses of this section, "Consultant Personnel"), requires access to the City's
computer network in order to provide the services herein, Consultant shall) execute and comply with the
Network Access, Agreement which is attached hereto as Exhiblit "D" and incorporated herein for all
purposes.,
27.2 Federal' Law Enforcement Database Access. If Consultant or any Consultant Personnel,
requires access to any federal law enforcement database or any federal criminal history record information
system, including but not limited to Fingerprint nit Identification Records System ("FIRS"), Interstate
Identification Index System ("III System"), National Crime Information Center ("NCIC") or National
Fingerprint Fiile ("INIFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part
20 ("'C,FR Part 2,0"), for the purpose of p!ro idling services for the administration of criminal justice as
defined therein on behalf of the City under this Agreement, Consultant shall comply with the Criminal
Justice Information Services Security Policy and CF R Part 20, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum.
IT Professional Services Staff Augmentation Agreement Revised October 311, 2013 mbf
Kforce,,Inc.
8
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (iNA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of ail' employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting empiloyment eligibil'i'ty and identity documentation for ail' 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 w ith a certification letter that it has complied with the
verification requirements required' by this Agreement. Consultant shall indemnify City from any penalties or
liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of'this provision by Consultant,
29. INFORMAL,DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 14.2, 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 shaill, 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 forty five (45) days of the data of receipt of the notice of the dispute, then either party may
immediately issue a notice of termination, for breach to the other party or, in the alternative, upon written
consent of authorized representatives of both parties, the parties may submit the matter to non-binding
mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in
accordance, with the Industry Arbitration Rules, of the American Arbitration Association or other applicable
rules 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 mediation,. 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 informal dispute resolution
process, the parties agree to continue 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 to a court having jurisdiction for a temporary restraining
order or preliminary Injunction where such relief is necessary to protect its interests.
30. REPORTING REQUIREMENTS
For purposes of this section,1 the words below shall have the following meaning-.
Child shall mean a person under the age of'l 8 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Compu�te:r means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
maginetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013mbf
Kforce, Inc.
9
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services, a, computer for a fee. This shall include installation of software,
hardware, and maintenance services.
I
If Consultant meets the definition of Computer Technician as defined herein, and while providing services
pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,
Consultant shall immediately report the discovery of the image to, the City and to a local or state law
enforcement agency or the Cybier 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, a right to possession of the
computer, if known,, and as permitted by law. Failure by Consultant to make the report required herein
may result in criminal and/or civil penalties.
31. SIGNATURE AUTHORITY.,
The person signing this agreement hereby warrants, that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted, by
proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any
arnendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
I &ITNES vi WHEREOF, the parties hereto have executed this Agreement in ay multiples this d of
f
ACCEPTED,AND AGREED,.,,
CITY OF FORT WORTH: NAME OF CONSULTANT: Kforce
tir
I'd
Sus n Alanes By
ssistant City Manager John Giisebu'rf`
Date: Title: Field Director
n. Date.-
ATf E
0 R
ST
E
By-
-
5�-Qty Secretary
_C
APPROVED AS TO FORM I X11 all
AND LEGALI Y:
Malleshia\B. partner
Senior Assistant City Attorney
CONTRACT AUTHORIZAT IOM:
M&C: C-26551 Date.-
Approved 11/'5/2013
OFFICIAL RECORD)]
C
IT Professional Services Staff Augmentation Agreement Revi[ec-j be 2013'31, 2013 mbf
Kforce, linc. SECRETARY
10
FTs WORTH, OrX
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 a response from Contractor. Contractor must submit a response in the manner and timeframe as
determined and set forth in the Requirements SOW.
I- Staff Aulamentation:
For staff augmentation, the City will provide an RSOW that Includes the skill set required for the
Contractor emplolyee(s) needed and an estimated length of time the Contractor employee(s) are needed.
The Sol be divided into at least three sections or exhibits. The first section will identify ify at a
mini imum, the billing rate for standard workweek and an overtime blling rate (ilf applicable). The second
section mull include the expected qualifications of the he Contractor employees) and the expected results of
the work to be performed. The last section or exhibit will be the latest version of the City of Fort Worth,job
description that best describes the duties and qualifications and fits the need for the requested Contractor
employee(s). There will also be a section for authorized signatures by both the Contractor and the City.
2. Projects needed by the Cit of Fort Worth:
When the City needs Contractor employees) to assist with an identified project, the City will provide an
RSOW to the Contractor olultllining the City's needs for the specific project. Elements of the RSOW include
but are not lirnited to
(a) Scope
(bi) Out of Scope
(c) Customer Objectives
(di) Customer requested dates for project to be fully implemented in test and/or production
i(e) City of Fort Worth point of contact
(f) Business rules
(g) Business Flow diagram
(h) Security considerations
C) Interfaces
0) Technical Requirements
(k) Capacity Planning
(1) Impact Assessment
(m) Issues,
(n) Reporting Requirements
(o) Deadline for Contractor Response
As a part of the Contract Response, the Contractor will be expected to address the issues as outlined in
the RSOW. To accomplish the objectives in the RS01W the Contractor will indicate, at a minimum, the skill
sets for the Contractor employee(s), the number of Contractor employee(s) needed, and list the
Contractor employee(s) who meet the requirements set out in the City's RSOW. A resume shall be
included for each Contractor employee named. Additionally, the Contractor will describe the proposed
payment terms. The Contract's response should be in the form of a work order that includes a place for
signatures,of an authorized representative from both the Contractor and'the City.
3. Permanent Placemientls*
If the City is seeking referrals for a permanent placement, the Contractor may submit candidates for
consideration to be hired. If the City hires an individual referred by the Contractor, then, the City will pay a
percentage of the annual salary,(see Exhibit B),for either a person who has not previously contracted work
for the City or an individual who has worked at least three months,as a Con-tractor employee.
IT Professional Services Staff Augmentation Agreement Revised October 31, 2,013 mbf
Kforce, Inc.
It
Contractor responsibilities in the referral process include but are not limited,to-
A. Ensure that the referred candidate(s) has the minimum qualifications for the posted job.
At a minimum, the Contractor should ensure that the last ten years of work history is
provided.
B. Ensure that the referred candidate(s) has the legal right to work in the United States in
accordance with Section 29 of this,Agreement.
Contractor will complete a background check of call candidates,. Upon request, the
information can be ro,vided to the City if the candidate signs a release form.
2. Contractor will ro�vilde 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
ii. Data of Birth
iii. Driver's, license number and state of issue
iv. Proof of negative drug,test
4. Local Candidates:
For each response to a City of Fort Worth RSOW Contractor will make a good faith effort to ensure that
qualified residents of the city of Fort Worth are included as part of the recruitment process,for a Statement
of Work or Candidate Referral, process. A qualified resident is defined as a plarsons) meeting the
minimum Job qualifications as requested by the City in its RSOW and living inside the Fort Worth city limits,
at the time of the request.
IT Professional services Staff Augmentation Agreement Revised October,31, 2013 mbf
Kforce, Inc.
12
EXHIBIT'B
Professional Staffing Hourly Rates and Permanent,Placement Cost
Professional Staffing Hourly Rates
Appendix C,,Services and Pric Ing index
Vendor,Name:Kforce,Inc.
Programmer/Developer
Analyst Devviopor Ana"2
eel pier Anallyst 3
Devel2J*Ler I
Pro grarnmer/Developer Develoeer 2
Die oper 3
Software Test,Analist I
Software Test Analyst S*ftware Test Analyst 2
Sofiw re Test Analyst 3
Applications ..........
T&n at Writer 1
Technical Writer Technical Writer 2
TiZhnFcal Writer 3
Business Analyst I
Business Analyst Business Analyst 2
�Business Analyst '
System Analyst
System Analyst system Analyst 2
System Analyst 3
Ratablase rc"hititct 1!
Database Archfteict 'Database Architect 2
Database Xchile-Ci 1
'Diata Waveg;"use Architect 1,
Data Management Data Warehouse Architect Data Warehouse Architect 2
Data Waie-Tiouse Arclilte
r
to
Database X"ft""JnMrr 11
Database Administrator Database Administrator 2
Daiabase AZIMIRW rat or 3
te rprise Architect�ra��n Enterprise Architect Enterprise Architect i :rise Archiiteci 2 11
Project Manager Project Manager 11
project Management Pr oject Manwr 2
Project Lead Project Lead I
project Lead 2
Network Engineer Network Enolineer,I
Network Engineer 2
Telecom/Networking Network Administrator 1
Network Administrator Network Administrator 2
Network A"nistrator 31
Security Analyst cur
Security Ana Illyst I
Security, SecurU Analat,2
Security Engineer-i- Security Engineer
ec�urity Architect Recur Architect
Help,Desk Help Desk 2
Customer Technical Help Desk 3
Support Technical Supp2rt 1
Technical Support Technical Sugport 2
11rechnical Sueport 3
IT Professional Services Staff Augmentation Agreement Revised October 31, 21013 mbf
Kforce, Inc.
13
2. Plac,ement Costs
a. If the pity of Fort Worth hires a Contractor employee as a City employee because of a
referral during a recruitment process, Contractor will charge the City a maximum of 20%
of the employee's annual salary.
b. If an individual has worked as a Contractor employee on the City of Fort Worth site for at
least three months, and the City determines it wants to hire the individual as a permanent
City employee, then Contractor will charge the City a maximum of 12% of the employee's
annual salary.
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf
Kforce, Inc,
14
EXHIIBIT C
NON-DISCLOSURE AGREEMENT
This Mon Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City")
located at 1000 Throckmorton Street, Fort Worth, Texas, 76102 and Kforce Inc. ("Recipient" or
"Contractor") with offices located at 1001 East Palm Avenue, Tampa, FL 33605. Pursuant to services
being provided under this Professional Services Staff Augmentation Agreement, the City may be
disclosing sensitive and' confidential information of a personal nature for business, tracking, or other
purposes ("Confidential Information" or "City-provided Information"') to the Contractor and/or the
Contractor's employee(s). The City would not make such disclosures without Recipient's agreement to
maintain confidential treatment of such information. It is understood that confidential, sensitive or personal
information provided by the City may be the property of City partners, City employees or officials, as well
as of City, itself. For purposes of this Agreement) Recipient shall include Contractor, its empilolyees,
directors, officers, agents, and representatives.
Therefore, the parties agree as follows-
1. Recipient will not diisclose or use any sensitive, personal, or confidential information from City
designated orally or in writing as "Confidential"' or "Sensitive" or in like words, or which Recipient
should reasonably know is seinsit,ive or confidential, without the prior written consent of City, and
then only to the extent specified in such consent. Confidential Information may not be copied by
Recipient. Recipient agrees, to treat Confidential Information as it would its own Confidential
Information and to disseminate it within its own organization only to the extent necessary for the
purposes for which it has been provided ded and only to Recipient's employees or consultants,who are
bound to maintain its confidentiality.
The Confidential Information is being disclosed for the following purposes: supplemental staff
augmentation and/or permanent placement services.
2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not
extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully
received -from a third party not bound in a confidential relationship to City (iii) is published, or
otherwise made known to the public by City (iv) is independently developed by Reciplie,nt 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,l or other governmental or
legislative authority. In such cases, notice must be provided to City prior to such disclosure.
3. Upon request by City, Recipient shall return all information received, with a letter confirming that
the Confidential Information has in no way been compromised, reproduced or copied and that all
copies have been returned.
4. This Agreement shall be binding on the parties and their successors and assigns, and shall be
governed by the laws of the state of Texas. This Agreement shall be effective for as long as the
Contract remains effective ("Initial Term") with respect to any Confidential, Information wwhichl is
disclosed by City unless either party notifies the other that subsequent disclosures are not to be
included within the terms of this Agreement.
5. This Agreement specifically prohibits the Recipient from granting any access to City-provided
information to any third' party. The Recipient is solely responsible to protect access to City-
I
providled information against any third party whlile the information is in the Recipient's possession.
1
6. Recipient agrees, that it shall store and maintain City Information in a secure manner and shall
not allow unauthorized users to access, modify,, delete or otherwise corrupt City Information in,
IT Professional Services Staff Augmentation Agreement Revised October 31, 2,013 mbf
Kforce, Inc,.
15
............................
any way. Recipient shall notify the City immediately if the security or integrity of any City
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-provideid, 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
RECIIPIIENT"S OWN COST' OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND/OR EMPLOYEES
FROM I 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 ACTS) OR OMI,SSIO,N(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 suib-recipient, involving transia,cti�oins relating to this
Agreement. Recipient agrees that the City shall have access during normal working hours to all
necessary Recipient, and any sub-recilpient facilities and shall be provided adequ�ate 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 authiorized, 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
withou:t the express written consent of the City.
City of Fort Worth Kforce,1 Inc.
IOI
,01
Au( o jri ed Signature Authorized nature
John Giseburt
Name Name
Field, Director
Title Title
IT Prof essilonal Services Staff Augmentation A,g!reem rat Revised October 3,1,2013 mbf
Kforce, Inc.
16
EXHIBIT D
NETWORK ACCESS AGREEMENT
I 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 supplemental staff
augmentation and/or permanent placement services. In order to, provide the necessary support,
Contractor needs access to Internet, Intranet, email.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole, purpose, of providing supplemental staff augmentation and/or permanent placement
services. Such access is granted subject to the terms and conditions forth in this Agreement and
applicable provisions of the Cilty's Administrative Regulation D-7 (Electronic Communications Resource
Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of
this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user lDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate; contract, than this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, wh:ichever occurs first. This Agreement will be associated with the Services designated below.
0 Services are being provided in accordance with City Secretary Contract No,.
E] 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,wMic,h thiis Access Agreement
is attached.
E] No services are being provided pursuant to this Agreement.
4. Renewall. At the end of the first year andl each year thereafter, this Agreement may be renewed
annually if the following conditions are met'.
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminateldl.
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.
6. Network Restr*Ictions. Contractor officers, agents, servants, en,-iployees or representatives may
not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of 'this Agreement and any other written instructions or guidelines that the
City pirolvid'es to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5.1 Notice to, Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf
Kforce, Inic.,
17
responsible for specifically notifying all Contractor Persoinnie,l who w�ill prov�id�e services to the City under
this agr�eement of the following City requirements,and restrictions regarding access to the,City's Network:
(a) Contractor shall be responsible for any Ci�ty-olwned equipment as,sig�ned to Contractor
Personnel, and will immediately report,the loss,or th�eft 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
i
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize the�i�r password and/or user ID to gain access,to,the City 1,s Network
(di) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Comm u nication�s, Re�so�urces as,described in the City I s Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with thi's Agreement is
considered the property of the City and is subject to applicable state regulations regarding
pu�blic information
(f) Contractor Personnel shall' not copy or duplicate electronic information for use on, any
no�n-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 reasonwith or wlithout nioti�ce, 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, equ,ipment used and, owned by the Contractor,1 its
officers, agents, servants, e�mployees and/or representatives to access the City's Network.
7. Information Se Contractor agrees to make every reasonable effort in accordance with
accepted security practicies 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, inclu�d'ing but not
limited to, theft of Contra ctor-owned equipment that contains Ci�t,y-provided access software, termination
,or resignation of officers, agents, servants,, empll:oyees or representatives with access, to, Cilty-prolvild:ed
Network credentials, and unauthorized use or shar�ing of'Netwolrk credentials.
ACCEPTED AND AGREED,:
C I T'Y WOR"rH-. iJg-Qrqe, Inc.
T 000010_�................
By:� B
_5: - y......
Su,sa Alanis Name- Johni Giseburt
istant Ci Manage Title-,—Field Director
k.\/ N
Date,: Date.
AT" E ATTEST-
OR
B . OY
Y'
�ity Secretary ame* �kv"..OWO
i,le- z PIA
0
o
APPROVED AS ORM AN LIT
00,00
Assistant City A ney t XA
M&C* none requ,ired
IT Professional Services Sitaff Augmentation A,greemienit
Kforce, Inc. 18 CITY SECRETARY
"a,WOU Hy TX
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Kforce, Inc.
Legal,Address: 801 Cherry St. Suite 225, Fort Worth, TX 76102
Services to be provided.- Supplemental staff augmentation and 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 Corripany and to execute any agreement,
amendment or change order can behalf of Company. Such binding authority has been granted by proper
order, resolution, ordinance or other auithorization of Company. The City is fulilly 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: Shawn, Flanery
Position: Client Relationship Representative
Signature
2. Name-
Pos,i,tioni-
Signature,
3. Name:
Position,*
Signature
Name- John_3
Signature of President CEO
Other Title:—Field Director
Date-
IT Professional Services Staff Augmentation Agreement Revised October 31,2,013 mbf
Kforce, Inc.
19
EXHIBIT F
DIR-SID-2337
DIR Contract No. DIR-SDD-2337
Vendor Contract No.
STATE OF'TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR
INFORMATION TECHNOLOGY STAFF AUGMENTATION SERVICES(ITSAC)
KFC:RCE 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") Wth its principal
place of business at 300 West 15"'Street,Suite 1300,Austin,Texas 78701,and Kforce
Inc., (hereinafter'Vendoe'),,with its principal,place of business at 1001 E Palm Avenue,
Tampa,Florida 33605.
B.Compliance with Procurement Laws,
This Contract Is the result of compliance with applicable procurement laws of the State
of Texas. D,IR issued a solicitation on the Comptroller of Public Accounts" Electronic
State, Business Daily, Request for Offer(RFC) DIR-SDD-TMP-1204, on March 12, 2013,
for Information Technology Staffing Augmentation Contracts. Upon execution of this
Contract, a notice of award for 'RFC DIR-SDD-TMP-204 shall be posted by DIR on the
Electronic State Business Daily.
C. Order of Precedence
This Contract- Appendix A,Stanidarld Terms and Conditions For Information Technology
Staff Augmentation Contracts (ITSAC); Appendix B, Vendor's Historically Underutilized
Businesses Subcontracting Plan; Appendix C, Services and Pricing Index; Exhibit 1,
Ve,ndor':s Response to RF0 DIR-SIT-TMP-204, including all addenda; and Exhibit 2',
RFC 1 DIR-S,DD-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 21, In the event and to the extent any provisions contained in multiple documents
address the same or substantially the samie 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, D,IR and Vendor may extend
thins 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 nmy,in DIR's sole discretion,result in fewer optional terms.
31. Service Offerings
Services available under this contract are limited to information technology staff
augnientation services as specified in Appendix C,Services and Pricing Index.
IT Professional Services,Staff Augmentation Agreement Revised'October 31,2013 mbf
Kforce, Inc,
20
DIR Contract No. DIR-SIDID-2337
Vendor Contract No.
4. Pricing
A. Pricing
Pricing shall be in accordance vvith 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 line item
when pricing or invoice is provided to Customer,
C. Tax-Exempt
As per Section 151,.30 9, 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 42,53(i)and
Di. 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 State Travel Managiemenit Program
-w
(httow,Wndow,sigte,tK.u§�procy�rem,ent/r)r2g/�St�t.m '. 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 reimbursement. Anticipated, travel expenses must be
pre approved in waiting by Customer,.
E. Changes to Prices
Vendor may change the price of any service at any time, lased upon changes to the
MS P", 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(1.00OA). 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 as formail, contract amendment,. Any
change in the CRF shall be incorporated in the price to,the Customer.
2
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf.
Kforce, Inc.
21
DIR Contract No. DIR,-SDD-2337
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,CTPK CTCM
Enterprise Contract Management
Department of Information Resources
3010 W. 15"St.,Suite 1300
Austin,Texas 78701,
Phone: (512)463-2861
Facsimile:(512)475-4700
If seW to the Y
_gngor:
Aa,ron Botana
Kforce Inc.
6300 Bridgepoint Parkway,Suite 170
Austin,TX 78730
Phone:512-231-3622
Facsimile:512-2311-3656
Email: abotana@kforce.,com
7. Intellectual Property Matters
A. Defin�it,i�ons
1."Work Product"means any and all deliverables,produced by Vendor fora usto r
under a Statement of Work issued pursuant to this Contract, including any and all
tangible or intangible item 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 (i) 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, HT ML code, flow charts, notes, outlines, lists, come pilations,
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 colpyrightable works), (ii) trademarks,service marks, trade dress, trade
names, logos, or other indicia of source or origin, (iii) 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 (vili) 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 Custon,*r In connection Mh this Contract or a
Statement of Work, or with funds appropriated by or for Customer or Customer I 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:while
3
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf
Kforce,Inc,.
22
................
DIR Contract No. ICI R-SDO-2337
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 affiliated with Customer.
2. "Intellectual Property Rights" means the worldwide legal, rights or interests
evidenced by or embodied in:(i)any idea,design,concept,personality right,method',
process, techniq,ue, 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;(iii any trademark,service mark,trade
dress, trade name, or other indicia of source or origin; (iv), domain name
regis,tration,s;
and (v)any other proprietary or similar rights. The Intellectual Property
Rights of a party include a,ll 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 de�live�rables, which may include Work
Product and Intellectual Property Rights, that Vendor is to provide Customer, issued
pursuant to the Contract.
4. "Third Party Ili" 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 IP" shall an all tangible or intangible items 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,,orb after the Effective Date of the,Contract if such
tangiible or intangible items or things were independently developed' by Vendor
oluts,ide,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 ctice is completed Mile
the person is affiliated, vvith, Vendor or its personnel, any portion of same was
created,invented or conceived by such person Mile 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 Vend-or. Vendor
specifically agrees,that the Work Product shall be considered U 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 all 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 shalil have access, duringi normal business hours (Monday through Friday,
8A1 to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials,
4
IT Professional Services Staff Augmentation Agreement Re vised'October 31, 2013 mbif
Kforce, Inc.
23
..........
DI R,Contract No. DIli-SDD-2337
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 object:ives herein. No license or other right is
granted hereunder to any Third Party Ili, except as may be incorporated in the Work
Product by Vendor.
C.Further Actions.
Vendor, upon request and Wtho:ut further consideration,shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more fully 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, acknowiedgenrient 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 a Forney-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 le ail 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 I s benefit under U.S,. or 'foreign, copyright or other laws and any and alil other
residual, rights and benefits which arise under any other applicable law now in force or
hereafter enacted. Vendor acknovviedges the receipt of equitable compensation for its
assignment and waiver of such Moral Rights, The term,"Moral Rights" shall an any
and all rights of paternity or integrity of the Work Product and the right to object to any
modification,translation or use or 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.
AJI 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,I in any manner VAthout the prior vwitten
approval of Customer.
5
IT Professional Services Staff Augmentation Agreement Revised October 31, 20113 mbf
Kforce, Inc.
24
................ -1-1.1-1...................
DIR Contract No., DI,R-SDD-2337
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 right's
would cause substantial and irreparable harm to Customer's business. Therefore,
Vendor acknowledges and stipulates that a court of competent jurisdiction may
irrwnediately 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 Pertaiiniiing to Work Product.,
Upon the request of Customer, but in any event upon termination 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 Work 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 solely 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 cus,tonwrs,without the prior written consent of Customer,which consent may
be withheld in Customer's,sole discretion.
1.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, world\Vide, 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 up-on 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 (H) 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 materlaills Include any Third Party IP. On request,Vendor shall provide
Customer with documentation indicating, a third partys written approval for Vendor to
use any Third Party I P 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,which are sufficient to support all performance and grants
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 mbf
Kforce, Inc.
25
....................................
DIR Contract No. IDIR-SDD-2337
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, sollely for the
Customer's internal business purposes, to use, copy, modify, display, perform (by any
means), transmit and prepare derivative work's 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 Customer's 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 tho extent not inconsistent Mth 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 utili2ed, 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 Au Services(IITSAC)l.
No:exceptions have been agreed to by DIR and Vendor.
Remainder of page intentionally left blank
7
IT Professional Services Staff Augmentation Agreement Revised October 31, 20,13 mbf
Kforce, Inc.
26
DIR Contract No. DIR-SDD-2337
Vendor Contract No.
This Contract is executed to be effective as of the last date of'signatuure,
KFORCE INC.
Authorized By: signatyre oa file
Name: Aaron R!2!ana
Title: - Managing Director
Date: 7/25/13
The State of Texas,,acting by and through the Department ofinformation Resources
Authorized Byw signature on:,file
Name-. Karen Robinson
Title: Exe2gtive Direglor
Date-, 8/7113
Office of General Counsel: 816113
IT Professional Services Staff Augmentation Agreement Revised October 31, 2013 bf
Kf'orce, Inc,
27