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Contract 41219
CITY SECRETARY CONTRACT NO SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and TEKSYSTEMS INC., a Maryland corporation and acting by and through Adam Oxenreider, its duly authorized Senior Manager of Operations, each individually referred to as a"party'and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement of Work plus any amendments to the Statement of Work 3. Exhibit B—Pricing and Payment Schedule 4. Exhibit C—Non Disclosure Agreement 5. Exhibit D—Network Access Agreement 6. Exhibit E—DIR-SDD-1117 All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the staff augmentation, specific contractor project duties as defined by the City, permanent placements, and other duties as set forth in Exhibit"A" Statement of Work which is attached hereto and incorporated for all purposes to this Agreement. 2. TERM. This Agreement shall commence upon the last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall expire on August 31, 2011 ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable 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 to work orders in accordance with Exhibit "B", "Professional Hourly Rates and Permanent Placement Cost", which is attached hereto and incorporated for all purposes incident to this Agreement. Each individual work order shall be listed as Appendix B-1, Appendix B-2, Appendix B-3 and so forth, and each work order shall be attached and incorporated into the Agreement. Each work order shall set forth the name of the personnel to provide the services, the specific project to which the personnel 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. Professional Services Agreement OFFICIAL RECORD TEKsystems, Inc Page 1 of 16 Revs(AN o,G �`�T ECRETARY rT WORTH; TX The total aggregate amount of compensation to be paid under this Agreement, inclusive of all work orders, shall not exceed$211,016.00 on an annual basis. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days'written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City 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. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Professional Services Agreement TEKs,stems Inc Page 2 of 16 Revised November 5 2010 Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the negligent acts and omissions of its officers, agents, servants, employees, contractors and subcontractors in the performance of services pursuant to this agreement. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that the City shall in no way be considered a Co-employer or a 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. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), OR WILLFUL MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES IN THE PERFORMANCE OF SERVICES PURSUANT TO THIS AGREEMENT. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to Professional Services Agreement TEKsystems,Inc. Page 3 of 16 Revised Novemher 5 2010 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 to this Agreement: 10.1 Coverage and limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, 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 Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per Professional Services Agreement TEKsystems, Inc. Page 4 of 16 Rev,seu Novernbe,5 20+0 employee (d) Technology Liability(E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to,the following: (i)Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii)Implantation of malicious code or computer virus (iv)Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth,Texas 76102,with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, Professional Services Agreement TEKsystems, Inc Page 5 of 16 Revised November 5 2010 ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Name of Consultant Attn: Karen Montgomery,Assistant City Manager Attn: 1000 Throckmorton Address Fort Worth TX 76102-6311 City, State,Zip Facsimile: (817)392-8654 Facsimile: 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 contractor, any person who is or has been employed by the other during the term of this agreement,without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of 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 Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted,at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, Professional Services Agreement TEKsystems, Inc Page 6 of 16 Revised November 5 2010 legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 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 instrument,which is executed by an authorized representative of each party. 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. 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms Professional Services Agreement TEKsystems, Inc Page 7 of 16 Revised Nnven)ter 5 2010 with the warranty, or(b)refund the fees paid by the City to Consultant for the nonconforming services. 27. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten(10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. This section shall apply only in instances where set deliverables and/or milestones have been clearly specified in an applicable Work Order. 28. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit"D" and incorporated herein for all purposes. 29. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who 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 employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 30. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email,mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized 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 Profess!onal Services Agreemert 7EKsystems,Inc Page 8 of 16 Revised November 5 2010 duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 31. TERMINATION OF PREVIOUS AGREEMENT. Execution of this Agreement terminates City Secretary Contract ("CSC") No. 32159 as amended by CSC Nos. CSC-37282, 32159-A2 and 32159-A3 (collectively the "Previous Agreement"). Notwithstanding the foregoing, all services currently being provided pursuant to the Previous Agreement as of the Effective Date of this Agreement, shall continue in full force and effect pursuant to the terms and conditions of the individual work orders and pursuant to this Agreement, save and except for the term. The following work orders incorporated into the Previous Agreement shall continue under this Agreement unless and until the City provides notice to the Consultant that such services are no longer needed, upon termination or expiration of this Agreement, or upon expiration of the individual work order pursuant to which the services are being provided,whichever occurs first: Appendix 37282-133-Personnel Assigned: Don Morris Rate: $30.00 Appendix 37282-132-Personnel Assigned: JoEllen Vinton Rate: $77.00 Appendix 37282-135-Personnel Assigned: Jim Gipson Rate: $38.50 Appendix 37282-136-Personnel Assigned: Keith Edwards Rate:$38.30 Appendix 37282-B7-Personnel Assigned: Bill Lueg Rate:$33.00 Appendix 37282-138—Personnel Assigned: Brian Davis Rate: $34.00 Appendix 37282-1312—Personnel Assigned: Cheryl Nifong Rate: $78.00 [SIGNATURE PAGE FOLLOWS] Professional Services Agreement TEKsystems, Inc Page 9 of 16 Revised November 5, 2010 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this Qt�day of To cam"201jo. ACCEPTED AND AGREED: CITY OF FORT WORTH: TEKSYSTEMS INC.: B Y: Y�B v Karen L. Montgomery Flame: Adam Oxenreider Assistant City Manager Title: Senior Manager of Operations Date: �� O /�� Date: 11-1 8-10 ATTEST: A T: 4°nnb By: ^ . �pRTo /I fy Marty Hend '� A' oo 0& City Secretary 0 o�A�0 �. o° °� 00 0 ALP�YO ad APPROVED FORM AND L I� : 0 o °0000000000 Acy kla-Mphia B. Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M$C: C'-a� I a 0% Date Approved: 1© OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Professional Services Agreement TEKsystems,Inc Page 10 of 16 Revised Novembor 5, 2010 EXHIBIT A Statement of Work and Vendor Response On an as needed basis, the City of Fort Worth will provide a Statement of Work for vendor responses. 1. Staff Augmentation: For staff augmentation the City will provide a document that includes the skill set required for the contractor(s) needed and an estimated length of time the contractor(s) are needed. For this type of contractor there will be at least three sections or exhibits. The first section will identify at a minimum, the contractor by name and will include the billing rate for standard workweek and an overtime billing rate (if applicable). The second section will include the expected qualifications of the contractor and the expected results for the contractor. The last section or exhibit will be the latest version of the City of Fort Worth job description that best describes the duties and qualifications and fits the need for the requested contractor. There will also be a section for authorized signatures by both the vendor and the City. 2. Projects needed by the City of Fort Worth: When the City needs a contractors) to help with an identified project, the vendor will be supplied with appropriate information response. The City will provide a Statement of Work as needed. Elements of the Statement of Work include but are not limited to: (a) Scope (b) Out of Scope (c) Customer Objectives (d) Customer requested dates for project to be fully implemented in test and/or production (e) City of Fort Worth point of contact (f) Business rules (g) Business Flow diagram (h) Security considerations (i) Interfaces (j) Technical Requirements (k) Capacity Planning (1) Impact Assessment (m)Issues (n) Reporting Requirements The vendor will be expected to address the issues as outlined in the Statement of Work. To accomplish the objectives in the Statement of Work the vendor will indicate, at a minimum, the skill sets for the contractor(s), the number of contractors needed, and list the contractor(s) with a resume for each person named. Additionally, the vendor will describe the proposed payment terms. The vendor's response should be in the form of a work order that includes a place for signatures of an authorized representative from both the vendor and the City. 3. Permanent Placements: If the City is seeking referrals for a permanent placement, the vendor may submit candidates for consideration to be hired. If the City hires an individual referred by the Professional Services Agreement TEKsystems, Inc Page 2 of 16 Rewsed Noverder 5. 2010 contractor, then the City will pay a percentage of the annual salary (see Exhibit B) for either a person who has not previously contracted work for the City or an individual who has worked at least three months as a contractor. Vendor responsibilities in the referral process include but are not limited to: A. Ensure that the referred candidate(s) has the minimum qualifications for the posted job. At a minimum, the vendor should ensure that the last ten years of work history is provided. Ensure that the referred candidate(s) has the legal right to work in the United States. 1. Vendor will complete a background check of all candidates. Upon request, the information can be provided to the City if the candidate signs a release form. 2. Vendor will provide the following for each employee working on-site in City facilities or off site on any City equipment: a. Candidate Information L Full legal name ii. Date of Birth iii. Drivers license number and state issue iv. Proof of negative drug test 4. Requirements Statement: For each response to a City of Fort Worth's Requirements Statement, TEKSystems, Inc. will make a good faith effort to ensure that qualified residents of the City of Fort Worth are included as part of the recruitment process for a Statement of 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 Requirements Statement and living inside the City of Fort Worth city limits at the time of the request. Professional Services Agreement TEKsystems, Inc Page 3 of 16 Revised Noverrrr)w 5 2010 Exhibit B Professional Staffing Hourly Rates and Permanent Placement Cost 1. Professional Staffing Hourly Rates Professional Staffing Category CISV Rate CI=W Rate Analyst $ 150 $ 115 Application Designer 125 100 Business Analyst 115 95 Client Server Developer 120 95 Client Server Specialist 125 105 Computer Operator 45 45 Customer Support Specialist(Help Desk 45 42 Customer Support Specialist(Desktop Support) 45 45 Database Administrator 150 105 Database Specialist 165 120 Design Analyst 100 95 Documentation Specialist 80 75 GIS Programmer/Analyst 88 85 GIS Technician/Analyst 88 80 Internet Specialist 100 92 Network Administrator 90 80 Network Specialist 110 90 Operations Manager 85 85 Process Analyst 120 100 Programmer 125 95 Programmer Analyst 125 100 Project Leader 135 110 Project Manager 150 120 Software Tester Analyst 85 75 System Administrator 90 85 Systems Integrator 70 70 Technical Support Specialist 75 65 Technical Writer 85 75 Telecommunications Specialist(Wireless) 125 90 Telecommunications Specialist Telephone/Wired 125 85 Web Analyst/Designer 90 85 Web Developer 100 90 Web Programmer 100 90 Professional Services Agreement TEKsystems, Inc. Page 4 of 16 Revised November 5, 2010 2. Placement Costs a. If the City of Fort Worth hires a permanent employee because of a referral during a recruitment process, TEKSystems, Inc. will charge the City a maximum of 20% of the employee's annual salary. b. If an individual has worked as a contractor for the City of Fort Worth for at least three months, and the City determines it wants to hire the Individual as a permanent employee, TEKSystems, Inc. will charge the City a maximum of 12% of the employee's annual salary. Professional Services Agreement TEKsystems,Inc. Page 5 of 16 Revised November 5. 2010 EXHIBIT C Non-Disclosure Agreement This is an agreement between C4 of Fort Worth "City") located in Fort Worth, Texas, Tarrant County, USA and T i+LS��errS, ("Recipient") located in: GR�a . It Is hereby acknowledged, agreed and understood, that by entering into this Agreement, the City may be disclosing confidential and proprietary information of a technical or commercial nature, or information that may be personal and or related to City employees, for certain technical, business, or other purposes, and CITY would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information. It is understood that confidential information, products, and source code provided by CITY may be the property of CITY partners as well as of CITY, itself. Therefore, the parties agree as follows: 1. Recipient, for a period of three (3) years, will not disclose or use any business, sales, pricing, and/or technical information from City designated orally or in writing as "Confidential" or"Proprietary" or in like words, or information that is made confidential by law, without the prior written consent of CITY and then only to the extent specified in such consent. Confidential Information may not be copied by Recipient. Recipient agrees to treat Confidential Information as it would its own Confidential Information and to disseminate it within its own organization only to the extent necessary for the purposes for which it has been provided and only to Recipient's employees or consultants who are bound to maintain its confidentiality. Orally disclosed Confidential Information must be so identified at the time and City must deliver to the Recipient a written summary of it within thirty(30)days. 2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully received from a third party not bound in a confidential relationship to City (iii) is published or otherwise made known to the public by City (iv) is independently developed by Recipient or Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be disclosed pursuant to a court order, duly authorized subpoena, or governmental authority. In such cases, notice must be provided to City prior to such disclosure. 3. Products provided to Recipient for purposes of evaluation shall be considered the same as Confidential Information, except that one copy of each may be installed and tested. Recipient agrees that Product software, copyrights, and all other proprietary rights remain the property of their lawful owners. If applicable, recipient agrees to the DISCLAIMER OF WARRANTY in the City license agreement. In particular, Recipient assumes all responsibility for damage or injury occurring due to Product evaluation. At the end of the evaluation period, Recipient agrees to either sign the City license and source code agreements and purchase the Products, or to return the Products to City and erase any copies made. 4. Upon request by City, Recipient shall return all media on which it was received, with a letter confirming that the Confidential Information has in no way been reproduced or copied or that all copies have been returned. The obligations of this Agreement expire Professional Services Agreement TEKsystems, Inc. Page 6 of 16 Revised November 5 20+0 five(5)years after the date of execution. 5. This agreement shall be binding on the parties and their successors and assigns, shall be governed by the laws of Texas, and shall remain effective with respect to any Confidential Information which is disclosed by City within one year of the date of execution unless either party notifies the other that subsequent disclosures are not to be included within the terms of this agreement. 6. This agreement specifically prohibits the Recipient from granting any access to City- provided Products and source code to any third party. The Recipient is solely responsible to protect access to City-provided source code against any third party while the source code is in the Recipient's possession. 7. The Recipient shall not distribute any code in any form that was in all or part derived from any CITY- provided source code or Products, unless Recipient purchases Product licenses. Professional Services Agreement TEKsystems, Inc Page 7 of 16 Revised November 5, 2010 EXHIBIT "D" NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and TEKSYSTEMS INC. with its principal location at , ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide professional consulting services for the staff augmentation, specific contractor project duties as defined by the City, permanent placements, and other duties description of services. In order to provide the necessary support, Contractor needs access to [Internet, Intranet, email, HEAT System,etc.]. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing professional consulting services for the staff augmentation, specific contractor project duties as defined by the City, permanent placements, and other duties escription of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Services are being provided in accordance with City Secretary Contract No. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the Citys Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Vendor Network Access Agreement Rev. 12/10/2009 Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software 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. S. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, 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. Vendor Network Access Agreement 2 TEKSYSTEMS INC. Rev. 12,102009 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement.Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northem District of Texas, Fort Worth Division. 17. Signature Authority.The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. ACCEPTED AND AGREED: CITY OF FO WORTH: TEKSYSTEMS INC.: By: By -77 Karen L. Montgomery Name: itlL CC)LKj_ 2 Assistant City Man Title: •_,) r-y-'A2 ) - vc=y) t i is t`�> Date: Date: ►21 3 , ATT T: ATTEST: By: ° °°°°pr ? .71 0 Marty Hendrix 00 e: City Secretary p o° T -,r 01.0 o � APPROVED FO AND L o S d 0° ° y' o �a( ' 000000 nt itY Y aa�M&C: none required Q- OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX I Vendor Network Access Agreement 3 TEKSYSTEMS INC. Rev. 12/10/2009 vv wuu rPage I e EXHIRIT F AN - 1 ter,. -— Man• Co-op Contracts Tsxss.gov Security DCS CTS IT lssdarshlD About DIN Contact W ICT 1 1 pAtracts lnkit�nitkI6 44 1 t 1 11 / Technology Buying Power today <Retwn to search reeulb TEKsystems,Inc. Will. vendor websrte DIM Contrct a Number D[R-SDD-1117 How to Order Vendor ID 1522010575100 Contract Term End Date 8/31/2011 1. For product and pricing In formation,visit the HUM Type Non HUB Contract Exp Dab 8/31/2013 TEKSYStems,IrK.webslte Or contact Rachel Thomas at 512-249-4944. TEKeystema,Inc. DIR 2. Generate a purchase order,made payable to TEKSystems,Inc..you must reference the DIR Contact Rachel Thomas Contact Alko Morales Contract Number DIR-SDD-1117 on your Phone 512-249-4944 Plane (512)475-0515 purchase order. Pax 512-249-4990 31- E-mail or Fax your purchase order and quote Fax (512)475-4759 Form to your designated vendor sales representative. Contract Overview Get Adobe Reader Available Brands Pricing-Prtciny Appendix There are no brands associated with this contract Pricing for available products and/or services are limited to those Identified In the pricing section of the main contract document listed above. <No thanks,return to search Available Products•Services IT Staffing Services Additional Contract Information There are no additional documents associated with this contract ReSOUQr Vendor Contacts There,Ire nn'nssllrMrS AssO'Aced NI(h rh's r)r fl.N't ,ral•w.)e �a.-h �AV aep d 9 Dept_or Inro,mstion Rssourras Slxrn l),ed sots fife ltlK Tel 10p w 15th'il qtr 1 IM] '1Umtlan7 yt�urrtY Silt Map P4nned PrVKurement khtduk Aulrin, r%18101 MAP SUnSH AtvYw Nptfir Al qn 1VD"I'npf Sit 415 aJi)f) ittp://www-l.dir.state.Ix-us/ict/contracts/l)age1/I)ctails.aspx.'dir contract numher-DIR-SIM-1 117&Rt,tiir I(1/R00 1 n - — -•_•••p �.. ...w iuw - 1711wL IJCJGIIptions Page 1 c r AN + I EnI En r terle Home Co-op Contracts Teras.gov Security Du CTS IT Lwdanhlp About DIN Contact Us I'I 1 ; 1 1 toirrift*abons Technology Increase J Your t t l Buying Power today Co-op Contracts>search ICT Products a Services>IT staffing Service.>IT stamng Servk ea Titles-short D"Criptlons Deliverables-dated IT IT Staffing Services Titles -Short Descriptions Services IT Staffing Services The following is a list of job categories and descriptions available through DIR's IT Staffing Services contracts. IT Staffing Services- Procurinq a Worker IT Staffing Services • Business Analyst Titles -Short • Database Administrator Descriptions • Database Architect IT Staffing Services Titles - Full Descriptions • Data Warehouse Architect IT Staffing Services • Developer Analyst Technology Types • Developer Vendor Metrics Presentation -June 2007 • Enterprise Architect meeting • Help Desk Vendor Metrics • Network Administrator Presentation Q&A -June 2007 meeting • Network Engineer DIR— Product and • Project Lead Services No Item Codes TEX-AN • Project Manager • Software Test Analyst • System Analyst • Technical Support • Technical Writer Business Analyst Reviews,analyzes,and evaluates business systems and user needs to formulate solutions that address business strategies. Prepares solution options, identifies risks, and performs required financial analyses. Documents detailed description of user needs, program functions, and steps required to develop or modify computer programs. Database Administrator Responsible for data analysis and database management. Involved In maintenance, enhancement, designing of data dictionaries, physical and logical database models, and performance tuning Coordinates physical changes to databases; codes, tests, and implements physical database, applying knowledge of data base management system. Designs logical and physical databases reviews dev rptmn of changes to database design to understand how �hanges to be made affect physical data base Back to fop Database Architect Designs and builds relational databases. Develops strategies for data acquisitions, archive recovery, and Implementation of a database. Designs, develops and manipulates database management systems, data warehouses and multidimensional databases. Optimizes An organization's strategic goals through the use of enterprise data standards. Data Warehouse Architect 'ie5rgn5, '-plernents, And I.tta mA(ohr)l,,mg for hr,SrN.s a -n't 't n (ah("W Merariata of"nDt% ")t)l%„AI1d ”"Pre" !ira a.trNh� ,w a• 1r, r,,.I 1 +c r it IPA, 1.• „fir II 'r,� Iar'l .r 1.vh,nlK 1ArA ^art ,i .,, ,fir I ,.. .r Lp ,r. ,� 1• I t.,,I ,•„ r .I u �Il,nt�„g N,,.,,—w rq IttP://WWW2.Liir.state.tx.us/ict/contracts/1tstaft ingservices/Pag es/itstatlinstshorttitlet1"-intlian�z :acne Inisri�n I f, __ �w••••r� uw♦��.�.J rlr{,.J - 0u11,1It Lucscrlpuons ' Page 2 Back to Top Developer Analyst Plans,develops, tests,and documents computer programs, applying knowledge of programming techniques and computer systems. Work Involves assisting in analyzing systems to develop programs for computer applications, writing solution programs,documenting the methods and procedures used in program development, and testing and correcting programs. Developer Develops or modifies computer programs using project specifications,statements of problems,and standard procedures. Prepares or receives detailed specifications to describe the sequence of steps that a program must follow including the input,output,and logical operations involved.Converts detailed specifications to language processable by computer. Back to Top Enterprise Architect Responsible for translating the client's business requirements into specific systems, applications or process designs with interlocked financial modeling for very large complex technical solutions.Analyzes customer service requirements and designs service solutions to meet those objectives. Serves as a primary expert to construct the specific solution, scope document, risk profile, and corresponding financials. Maintains and utilizes detailed industry and internal services knowledge In the construction of industry-leading services solutions, including expert working level knowledge of the processes,technologies,and people components Involved in the services arena. Uses expertise to construct specific and detailed solutions that encompass process, technology,and staffing plans for customer sales opportunities. Constructs risk assessments and corresponding remediation plans relative to complex services proposals. Participates in the construction of detailed financial models that align with complex services proposals. Composes Statement of Work or other documents, using departmental automation tools as available, to craft detailed and accurate deliverables that specify processes,technology, staffing,and project management involved in proposed services solutions.As needed,provides a "trusted expert advisor"role as a Subject Matter Expert for technical services,to both internal and external customers,ranging from formal advice to internal and external customer presentations. Follows all organizational Standard Operating Procedures relative to cost modeling, approvals and reviews, and all other associated workflow and deliverables. Help Desk Provide technical assistance to computer system users on a variety of issues. Identifies, researches,and resolves technical problems. Responds to telephone calls,email and personnel requests for technical support. Documents, tracks,and monitors the problem to ensure a timely resolution.May provide assistance concerning the use of computer hardware and software, including printing, installation, word processing,electronic mail,and operating systems. Back to Top Network Administrator Installs, configures, and supports an organization's local area network(LAN), wide area network (WAN), and Internet system or a segment of a network system. Monitors network to ensure network availability to all system users and perform necessary maintenance to support network availability. May implement network security measures. Maintains the network's physical and logical structures, including network connections. Prepares and analyzes statistics on network utilization and availability.Performs tuning and capacity planning activities to enhance the performance of the network resources. Network Engineer Responsible for installing networking technologies and supporting networks. Assesses existing network configurations and makes recommendations based on product specifications. configures equipment and software to meet business needs, trains others on the solution, and documents the solution for ongoing support Provides technical support and assists with the design of network solutions. Requires experience In the technical servlres and support field as well as experience in network administration (DHCP, DNS, routers, firewall, etc ) Back to Top Project Lead Responsible for day to 'Jay managernent')t a Project Learn, orovitlinq tertimcal team and Ipadpr5htp on�.nrn plea projects. Having full tp(hrwal knowledge')f alt;)haSes of tpplli atlons,yStemS analy5�5 ac=ct/,x psh, din ,log, nanages execution o/design, development, testing and implementation activities, actively encourages and facilitates communication between the business analysts, development, and QA teams; and ensures that system requirements are documented, complete, accurate and.approved. Project Manager Designs, plans, and coordinates work teams. Follows standard project rnanagernent industry practire5 on,lerstands "I'siness and techniral:)bje(r,ps-)f a (irole(t Ind —irks I,)sply With pn;Je,t ponsnr ( reatPS p1„jPr( I a'tpt !'rd .—k 11401 an,l tr 1,ks nt,�),jpt a�"1 ti t-dulp'),,"p—'s a dUlir qn.1 iP ,..vtr, ', .. ✓1 .,i a 1 ' .. ti / !• .. � ' .+, i . , , 1ttp:/'WWWZ.ttir.state.tx.us/ict/contracts/itstaftinkservices/Pages/itstatlinl!shornitlt-Itt•st,Iniltinc acne 1moon1n ___._D '_�• •,.,,,, • •u.,., .�uvr► ►�L,JW ItJUU11J Page 3 i Back to Top Software Test Analyst Develops, publishes,and implements test plans. Writes and maintains test automation. Evaluates, recommends, and implements automated test tools and strategies. Develops, maintains, and upgrades automated test scripts and architectures for appiicatlon products. Also writes, implements, and reports status for system test cases for testing. System Analyst Reviews, analyzes,and evaluates technical systems to assess effectiveness and to formulate new or improved technical solutions. Determines operational, technical, and support requirements for the location, installation, operation, and maintenance of various equipment and systems. Assists in the design, development,and maintenance of various computer applications. Back to Top Technical Support Provides assistance in the design, development,and maintenance of various system applications. Installs, maintains, moves,and assists in testing and upgrading new and existing hardware and software. Maintains the necessary security controls over software. May develop and make presentations for training sessions. Prepares briefings, reports, and evaluations on systems efficiency and utilization. May write and update personal computer and mainframe application programs. Technical Writer Composes technical documents, manuals,bulletins, brochures, publications,training manuals, and/or special reports.May develop on-line source documentation and maintain documentation libraries, templates, and subscription lists. May also be responsible for coordinating the display of graphics and the production of the document. Back to Top For full descriptions of IT Staffing Services titles,Contract Terms and Conditions,pricing and more, Please click here. Please email Aiko Morales or contact her by phone at 512-475-0515,if you have any questions. Capitol Complex Directory Document Library Statewide Search FAQ SAO Fraud Reporting Dept.or Information Resources Site Policies Sponsored Sites Homeland Security 300 W. 15th St.Ste, 1300 Planned Procurement Schedule Site Map Austin,TX 78701 MAP 5unse(Review Notification Site Posting$ 512.475 4700 ;iome CO Or)Contracts re-as q0v Security DCS CT5 IT Leadership About DIR Contact!Js c,Departm?nt of Info-nation Resources 29to WW?.dir.state.tx.usiict/contracts/itstaftingservicesiPak;es/itstallini!shorttitle(le st'Intii)ni� ncnY In/900111 Page 1 c AN Enter Saerdi Giterla Home Co-op Contracts Texas.gov Security ocs CTS IT Leadership About DIR Contact Us ICT Cdopereft bitracts 4 InfOrmation and Com1humications Technology Increalsetour J Technology Co-op Contr">Search ICT Products a Services>JIT Staffing Services>IT Staffing services Technology Types Deliverables-eased IT Technology Types Services IT Staffing Services These are guidelines that are designed to provide a limited amount of price flexibility based on current market IT Staffing Services- conditions. They are not mutually exclusive and completely exhaustive lists.A technology can be categorized Into Procuring a Worker multiple Technical Types depending on factors such as version. For example, "Software X'version 1.0 may be rr Staffing Services categorizes as Legacy whereas that same"Software X"version 9.1 may be categorized as Emerging. Titles- Short Descriptions Legacy Core Emerging IT Staffing Services Titles- Full Descriptions Definition IT Staffing Services Technology Types Technologies or skills that are Technologies or skills that are Technologies or skills that are new Vendor Metrics mature and long lasting in the currently commonly found in the or specialized In the marketplace. Presentation -June 2007 market place. There Is generally a marketplace.There is generally an These may involve a unique or meeting higher supply and lower demand for average supply and demand for high level of technical complexity. Vendor Metrics people with the technologies or skills. people with these technologies or There Is generally a higher Presentation Q&A-June skills. demand and a lower supply for 20Q7 meeting people with these technologies or DIR- Product and skills. Services No Item Codes TEX-AN The lists shown below an not mutually exclusive nor completely exhaustive. The 11st shown below is not all The list shown below Is not all The list shown below Is not all inclusive. inclusive. inclusive. Legacy Core Emerging Technologies&Skills 4GL Programming with PL/SQL Net, Visual Studio .Net,ASP Net Sightline AS/400 Access Cognos CICS ASP Data Center(Unisys OEM Version) COBOL CADD Data warehouse Database Mainframe Checkpoint Firewall FC/EDI :Isco FileNet X/D82 en[Server 1?perahn S q y5rNm5 f,i5 Infrgstriutire IS DIg Ril ing/Scanning/Delta "old Fusion SAP/ Veople Soft any FRP i ollectinn IMS DS/DC Database - Cient Server ,)MS 2003 1 ist5erve DSF Websphere/MQ Series Performance Monitoring - Mainframe Encryption Analytical and Technical Architecture (Business Process Mapping using OMt, FW-rpr.se M.hltMt NFT M.,rift of orpn sr A, h,rP,r A, BSI. ittP:;/www?.dir.state.tx.us/ict/amtracts/itstaftingservices/Page%/itstalliniztechtvDes.&snx l WR/11`11 16 ►.,8y t ytcs Page 2 c Transaction Integrator(ODTI, Unisys-Proprietary), WebMethods 6.1, publish Subscribe, Data Transformation,Asynchronous Messaging, and Trading Networks SMS and AIX Platform Form Ware Tivoli TSO GIS- Programming/Analytical(C/S, Veritas Web-Deployment), ESRI,ARINFO Unisys Host Publishing Visual Fox Pro Imaging Systems(Onbase, Key File, Unix and Unix-like Operating Info Image) Systems Visual Source Safe Intelligent Transportation Systems Business Process Management (ITS)(Traffic congestion, weather (There are complete suites of tools monitoring,programmable signing, that are becoming available for pavement sensing, and other such managing business processes and devices) the automated systems that are supporting those processes.) Powerbuilder IQU+1 NATURAL and ADABAS ISA Flowcharting using VISIO Java,JavaScript Process Modeling JSP PowerPoint LAN/WAN Support MS EXCEL Lotus Domino M/S Active X Unix and Unix-like Operating SQL Server Systems Netegrety Siteminder Oracle Performance Monitoring -Client Server PLJSQL Visual Basic Remedy Security(encryption) Web(Visual Source Safe,Accessibility Standards(ACC Verify, Macro Media, 506), Dream Weaver,and Homesite, Photoshop,Fireworks,Paint Shop Pro) SOAP Windows XP XML(XML, Spy, Data Base Schemas and support, and XSLP) Database - Mixed Platform ;ervlerS PeporUnq r:),)Is IPg (rygal) OmniPage Pror�%ring rpols (I JddRunnP(/WinRilnn Pr) Homesite HTML Dream Weaver Frontpage Ar,Pss,r)il,ty ',t if 11 v r15 'A( httP://WWW2Air.state.tx.us/ict/contracts/itstaffing services/Paues/itstatlinEtechtvnes.asnx C/Co Com/Com+/DCOM Data Modeling SQL Capacity Planning MS Project Unix and Unix-like Operating Systems Business Process Reengineering Joint Application Development/Rapid Application Development For descriptions of IT Staffing Services titles,Contract Terms and Conditions,pricing and more,please click here. If you have any questions,please email Aiko Morales or contact her by phone at 512-47S-OS1S. Capitol Complex Directory Document library FAQ$ Dept,of Information Resources Statewide Search SAO Fraud Reporting Site Policies 300 W. 15th St.Ste. 1300 Sponsored Saes Homeland Security Site Map Austin, rx 78701 MAP Planned Procurement Schedule Sunset Review Notlflcation )ob Postings 512.475.4700 Home Co-op Contracts Texas qov Secuntv DCS CTS IT LedderShlo About DIP. Contact Us 0 Department of Information Resources 2010 http://www2.dir.state.tx.us/ict/contracts/itstat*Pings crvices/P.tges/itstaIlingtechtypes.aspx 10/8/2010 �. _._._.. rage l of AN 1 LEme/sexist cram. Mom• Co-op Contracts T...c9o. s4curlty pcs CTS IT Laad-ship, About OIR Contract U■ Ict C"Oftilk*tracts 1 'r' 1' ' :a l , Technology t 21 1hdressaYbur TechnologV 1 Power today V <Return to search r"uRs TEKsystems,Inc. How to Order URL Vendor WetlaRa DIR Contract Number DIR-SDD-1117 Vendor ID 1522010575100 Contract Term End Dab 8/31/2011 1. For product and pricing information,visit the HUB T Non HUB TEKSy3temS,Inc.website or Contact Rachel t•M Contract Exp Dab 8/31/2013 Thomas at 512-249-4944. 2. Generate a purchase order,made payable to TEKsystems,Inc. DIR TEKsystems,Inc..You must reference the DIR Contact Rachel Thomas Contact Aiko Morale6 Contract Number DIR-SDD-1117 on your purchase order. Phone 512-249-4944 Phone (512)475-0515 3. E-mail or Fax your purchase order and quote Fax 512-249-4990 Fax (512)4754759 form to your designated vendor sales representative. Contract Overview Get Adobe Reader Available Brands Pricing:Pricing Appendix There are no brands associated with this contract Pricing for available products and/or Services are limited to those Identified In the pncng section of the main contract document listed above. <No thanks,return to search Available Products\Services IT StaMng Services Additional Contract Information There are no additional documents associated with this Contract ResNler Vendor Contacts here d,! +pKelllrS ASSM�dted with Ih,S ont,a(Y .yilr.l vie, ire.tr,rY 1,.,l Brit h.1,y t�, Ja Wpt of fnfo.mstlan Rssou,rw .,1r ie ,4"h .AV fraud�.e yu rt�„0 ';.le Iblr e5 "P,w ''rh`,r .,e I„),l '.W nto,ed Sites ,o ,eland Security site Map A„t,in, rk :9 ,), Map Illanned P,x,ement S,heduls Sunset Review NotRKataon loD Mstings 511 475 4700 hitp:/'www2.dir.state.tx.us/ict/contracts/Page,/I)etaiIs.aspx.Idir contract number- DIR-SUM-I 117&Return... 8/5/201() Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) Table of Contents I. No Quantity Guarantees............................................ 2. Definitions...................... 3. General Provisions.................................................. 3 ...................................................... A. Entire Agreement............................................................ 3 .............................. B. Modification of Contract Terms and/or Amendments.................................................. 3 C. Invalid Term or Condition...................... D. Assignment ...................................................................................................................4 E. Survival.......................................................................... 4 .............................................. F. Choice of Law...............................................................................................................4 G. Limitation of Authority.................................................................................................5 4. Contract Fulfillment and Promotion...................................................................................... 5 A. Service, Sales and Support of the Contract................................................................... 5 B. DIR Logo...................................................................................................................... 5 C. Vendor Logo............................................................. D. Trade Show Participation.............................................................................................. 5 E. Performance Review Meetings....................................... F. DIR Cost Avoidance................ 6 5. Purchase Orders, Invoices, and Payments.............................................................................6 A. Purchase Orders............................................................................................................ 6 B. Invoices......................................................................................................................... 6 C. Payments.......................................................... 6 ................................... 6. Contract Administration.........................................................................................................6 A. Contract Administrators..................................... 1) State Contract Administrator............................................... 6 ..................... 2) Vendor Contract Administrator.............................................................................. 7 B. Reporting and Administrative Fees 7 .................... I) Reporting Responsibility ........................................................................................ 7 2) Detailed Monthly Report........................................................................................ 7 3) Historically Underutilized Businesses Subcontract Reports................................... 7 4) DIR Administrative Fee.......................... .............................................................. 5) Accurate and Timely Submission of Reports ......................................................... 8 C. Records and Audit.................................................................................... D. Contract Administration Notification........................................................................... 9 7. Vendor Responsibilities..................................................... 9 ....................................... A. Indemnification.................................. . 9 . ......................................................................... B. Taxes/Worker's Compensation/[INFMPLOYMI:N'r INS[IRAN(': ................ ....... I 1 1/10/09 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) C. Vendor Certifications.................................................................................................. 1 1 D. Ability to Conduct Business in Texas......................................................................... 12 E. Equal Opportunity Compliance.................................................................................. 12 F. Use of Subcontractors................................................................................................. 13 G. Responsibility for Actions............................................................ .... 13 .......................... H. Confidentiality .......................... .................................................................... 1. Security of Premises, Equipment, Data and Personnel........................... J. Background and/or Criminal History Investigation................................ K. Limitation of Liability.................... L. Purchase of Commodity Items (Applicable to State Agency Purchases Only)................................................................... M. Overcharges................................................................................................................ 14 N. Prohibited Conduct..................................................................................................... 15 O. Required Insurance Coverage..................................................................................... 15 P. Use of State Property.................................................................................................. 16 Q. Immigration................................... 8. Contract Enforcement.......................................................................................................... 16 A. Enforcement of Contract and Dispute Resolution...................................................... 16 B. Termination................................................................................................................. 17 1) Termination for Non-Appropriation..................................................................... 17 2) Absolute Right...................................................................................................... 17 3) Termination for Convenience................................ 17 ........................ 4) Termination for Cause.......................................................................................... 17 a) Contract...................................................... b) Purchase Order..................... 17 5) Customer Rights Under Termination.................................................................... 18 C. 6) Vendor Rights Under Termination ............................................. 18 ..................... Force Majeure......................................................... .............. 18 ...................................... 9. Notification..................................... .................................... 18 ................................................. A. Notices........................................................................................................................ 18 B. Handling of Written Complaints................................................................................. 18 10. Captions............................................................................................................ 11. Statement of Services to Be Performed .................................................... 12. Work Order Solicitation / Purchase Order Issuance.......................... 13. 1 lourly Rates............................................... ...................................................... ................... 14. Vendor Opportunities and Performance Metrics................................................. 1. Tiered Vendor Structure ................................ ,O i 1 1JAN Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) B. Quantitative and Qualitative Measures.......................................................................21 15. Vendor Suspension/Demotion........................... 22 ........................................... 16. Substitution of Workers....................................................................................................... 23 17. Predatory Actions; Submission of Workers' Names by Multiple Vendors.........................24 18. Alcohol and Drug Free Workplace......................................................................................24 19. No Solicitation of State Employees.....................................................................................24 20. Warranty ..............................................................................................................................25 s, 10;04) Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) 1. No Quantity Guarantees The Contract is not exclusive to the Vendor. Customers may obtain services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of services will be procured through the Contract. 2. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code, and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: i. A non-profit organization that provides educational, health or human services or assistance to homeless individuals; ii. A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; iii. Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; iv. A group, including a faith-based group, that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; V. A local workforce development board created under Section 2308.253; vi. A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; vii. The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; viii. A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and ix. A nonprofit organization that provides affordable housing. B. Contract - the document executed between DIR and Vendor into which this Appendix A is incorporated. C. CPA - refers to the Texas Comptroller of Public Accounts D. Day - shall mean business days, Monday through Friday, except for State and Federal holidays. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. E. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Flectronic 3i I hilly Page I of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) Purchase Order, or other authorized instrument). F. State-refers to the State of Texas. G. DIR-refers to the Department of Information Resources. H. Acceptable Candidate - refers to a candidate that meets the stated requirements pursuant to a Work Order Solicitation and is correctly identified and priced using the ITSAC Category Pricing as defined in Exhibit B. -start here I. Acceptable Status - refers to a status earned by a Vendor that will be used to determine in which tier a Vendor belongs. J. Active Vendor - refers to Vendors that are given access to opportunities presented through Work Order Solicitations. K. Active Vendor Tier- refers to one of two groupings of vendors with which DIR has ITSAC Contracts. Members of the Active Vendor Tier are provided access to opportunities presented through Work Order Solicitations L. Best Value Selection - refers to Work Order Solicitation selections made by Customers that do not follow the competitive posting and review process. The Customer informs DIR of the intent to select a Worker and submits the appropriate procurement documentation required for the selection. Customer will determine the criteria for Best Value Selection and whether or not to use this procurement method. M. Compliance Check - refers to the DIR staff activity of verifying the contents of reports and amounts of administrative fee payments made and submitted by Vendors pursuant to responsibilities under the Contract. N. Evaluation Period -refers to the three calendar month period that coincides with the State fiscal calendar. The evaluation periods are September 1, to November 30: December 1 through February 28; March I to May 31 and June 1 through August 31 st. O. Evaluation Status - refers to the evaluation that is provided quarterly. It is one of two values: Acceptable or Unacceptable. Vendor shall be evaluated on its performance relative to the performance of other Vendors in the same grouping. P. Hourly Rate - refers to the rate that is charged by the Vendor and paid by the Customer for services rendered by Worker(s) under this contract. It is calculated and communicated in terms of dollars per hour. Q. Interviewed Candidate - refers to an Acceptable Candidate that was interviewed by the Customer pursuant to a Work Order Solicitation. R. Invoice - refers to a Customer approved instrument submitted by Vendor for payment of services. S. ITSAC - refers to the IT Staff'Augmentation Contract document executed between DIR and Vendor. T. Non-response - refers to the Vendor's failure to respond to a Work Order Solicitation in any three evaluation periods over a two year period (contiguous or not).Non-response may result in placement in the Suspended Tier. U. Not To Exceed (NTE) - refers to the maximum hourly rate for which a Vendor has agreed to provide Worker(s). By this contract, Vendor can provide Worker(s) at a lower hourly rate, but not a higher hourly rate. V. Opportunity Response Time - refers to the time within which a Vendor is expected to respond to a Work Order Solicitation with the appropriate resume(s). The metric used for expected opportunity response time is as established by the Customer. 3/ 10/09 Page 2 ut'25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) W. Placed Candidate — refers to an Interviewed Candidate that was selected by the Customer pursuant to a Work Order Solicitation. X. Purchase Order—refers to the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). Y. Rate Schedule — refers to the set of competitive, market driven, standardized rates that will document the NTE hourly rates for ITSAC Workers. Z. Suspended Vendor—refers to Vendors who are not provided access to opportunities presented through Work Order Solicitations for a stated period of time. AA. Suspended Vendor Tier—refers to one of two groupings of vendors with which DIR has ITSAC Contracts. Members of the Suspended Vendor Tier are not provided access to opportunities presented through Work Order Solicitations for a finite period of time. BB. TPASS — refers to the Texas Procurement and Support Services Division of the Comptroller of Public Accounts(CPA). CC. Tiered Vendor Structure — refers to the mechanism by which Vendors are placed into groups based on performance. DD. Unacceptable Status — refers to a status earned by a Vendor that will be used to determine in which tier a Vendor belongs. EE. Vendor — refers to awarded Information Technology Staff Augmentation Contract (ITSAC) Vendor. FF. Worker(s)— refers to identified individual(s) who perform authorized services under the supervision of Vendor for DIR Customers and who are employees and/or subcontractors of the Vendor. GG. Work Order Solicitation — refers to a document submitted to Vendor by DIR outlining the description of services to be performed for a specified DIR Customer. Work Order Solicitation will include: Number of Workers, Worker skills and qualifications required by the DIR Customer, the number of hours to be worked, duration of engagement with the DIR Customer, authorized travel, and other relevant information. The term also includes Best Value Selections made by Customers, in which the Customer defines Best Value Selection and informs DIR of the intent to select a Worker and submits the appropriate procurement documentation required for the selection. 3. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only he modified or amended upon mutual written agreement of DIR and Vendor. H),(N P'ige 3 of ?5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Vendor may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can weaken a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable Texas and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable Texas and/or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more term or condition in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party. Any other assignment by a party shall require the written consent of the other party. Each party agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the contracting parties. E. Survival All applicable service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. All Purchase Orders issued and accepted by Vendor shall survive expiration or termination of the Contract. F. Choice of Law The laws of the State of Texas shall govern the construction and interpretation of the Contract. Nothing in the Contract or its Appendices shall be construed to waive the State's sovereign immunity. 11age 4 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State of Texas except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Contractor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State of Texas or Texas Department of Information Resources. 4. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for services available under the Contract shall be processed through the Contract. B. DIR Logo Vendor may use the DIR logo in the promotion of the Contract to Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Vendor logo, (iii) the DIR logo is only used to communicate the availability of services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. C. Vendor Logo DIR may use the Vendor's name and logo in the promotion of the Contract to communicate the availability of services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor. D. Trade Show Participation At DIR's discretion, Vendor may he required to participate in one or more DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's booth. ;� 1 01) Page 5 ot'2S Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) E. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. F. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor shall provide DIR with a detailed report of a representative sample of service sold under the Contract. The report shall contain: service description, list price, price to Customer under the Contract, and pricing from three (3) alternative sources under which DIR customers can procure the services. 5. Purchase Orders, Invoices,and Payments A. Purchase Orders All Customer Purchase Orders will be placed directly with the Vendor. Accurate Purchase Orders shall be effective and binding upon Vendor when accepted by Vendor. B. Invoices 1) Invoices shall be submitted by the Vendor directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for services purchased under the Contract and any provision of acceptance of such services shall be made by the Customer to the Vendor. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to services, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the services by the Customer. C. Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor. Payment under the Contract shall not foreclose the right to recover wrongful payments. 6. Contract Administration A. Contract Administrators DIR and the Vendor will each provide a Contract Administrator to support the Contract. Information regarding the Contract Administrators will be posted on the Internet website designated for the Contract. 1) State Contract Administrator DIR shall provide a Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) advising DIR of Vendor's performance under the terms and conditions of the Contract, and iii) periodic 3/10/09 Page 6 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) verification of pricing and monthly reports submitted by Vendor. 2) Vendor Contract Administrator Vendor shall provide a dedicated Contract Administrator whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between Vendor and a Customer, and iii) advising DIR of Vendor's performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Administrator if the assigned Contract Administrator is not, in the opinion of DIR, adequately serving the needs of the State. B. Reporting and Administrative Fees 1) Reporting Responsibility a) Vendor shall be responsible for reporting all services purchased under the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the administrative fees in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to, compliance checks of Vendor's applicable Contract books at DIR's expense. e) DIR intends to implement an automated system to meet certain needs of the IT staff augmentation program. This may have a financial impact on the Vendor and may require additional reporting. In consideration of the award of this contract, Vendor is required to participate without a change in rates to customers. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous month period. Reports shall be submitted to the DIR Go DIRect E-Mail Box at itsac.reports @dir.state.tx.us. Reports are due on the Fifteenth (15th)calendar day after the close of the previous month period. It is the responsibility of Vendor to collect and compile all sales under the Contract and submit one (1) monthly report. The monthly report shall include, per transaction: the Company name, Customer name, invoice date, invoice number, ITSAC Category, Title, Level, and Technology Type, Contractor Name, awarded hourly rate, quantity of hours, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, subtotals and totals, and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with their relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also he submitted to DIR. Page 7 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) b) Reports shall be due in accordance with the CPA rules. 4) DIR Administrative Fee a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of negotiating, executing, and administering the Contract. The administrative fee shall be specified in the Contract. Payment of the administrative fee shall be due on the fifteenth (I 5`)calendar day after the close of the previous month period. b) Vendor shall reference the DIR Contract number on any remittance instruments. 5) Accurate and Timely Submission of Reports a) The reports and administrative fees shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports or administrative fee payments within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports or late administrative fee payments within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or administrative fee payments or deliver late reports and fee payments within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports and payments within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at DIR's expense. C. Records and Audit 1) Acceptance of funds under the Contract by Vendor acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor and the requirement to cooperate is included in any subcontract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor shall maintain adequate records to establish compliance with the Contract until the later of a period of four (4) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: Customer name, invoice date, invoice number, description, quantity, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, the calculations supporting each administrative fee owed DIR under the Contract, Historically Underutiliied Businesses Subcontracting reports, and such ;. M/09 Page 8 of ?5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) 3) Vendor shall grant access to all paper and electronic records, books, documents, accounting procedures, practices and any other items relevant to the performance of the Contract to DIR, including the compliance checks designated by DIR, the State Auditor's Office and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's records. Vendor's records, whether paper or electronic, shall be made available during regular office hours. Vendor personnel familiar with the Vendor's books and records shall be available to DIR staff and designees as needed. Vendor shall provide adequate office space to DIR staff during the performance of Compliance Check. 4) For procuring State Agencies whose payments are processed by the Texas Comptroller of Public Accounts, the volume of payments made to Vendor through the Texas Comptroller of Public Accounts and the administrative fee based thereon shall be presumed correct unless Vendor can demonstrate to DIR's satisfaction that Vendor's calculation of DIR's administrative fee is correct. D. Contract Administration Notification 1) Upon execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports and payment of administrative fees. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DIR Contract Administrator name and contact information, and ii) DIR Go ITSAC E-Mail Box information. 7. Vendor Responsibilities A. Indemnification 1) INDEPENDENT CONTRACTOR VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER, DIR OR THE STATE OF TEXAS. This Contract creates an independent contractor relationship between DIR and Vendor and Vendor and each Customer hereunder. Under no circumstances shall the employees of Vendor be considered the employees, agents, partners, or officials of DIR or any of the Customers. Vendor shall be solely responsible for compensating its employees, for the withholding and payment of applicable taxes, and for i l u,lly Nge 9 of 2 5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) purchasing any liability, disability, workers compensation or health insurance coverage deemed necessary by the Vendor. 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract REGARDLESS OF THE NEGLIGENCE OF THE CUSTOMER, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. 3) Infringements a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non- infringing. 4) PROPERTY DAMAGE IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER OR THE STA I'F, DIJE TO THE NEGLIGENCE, MISCONDUCT, 3%HWN Page 10 42 5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL PAY THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. VENDOR AGREES AND ACKNOWLEDGES THAT VENDOR ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS SHALL NOT BE ENTITLED TO ANY STATE BENEFIT OR BENEFIT OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR ITS EMPLOYEES,AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR EXPECTATIONS OF BENEFITS BY VENDOR, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY TILE OFFICE OF THE ATTORNEY GENERAL FOR "TEXAS STATE AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS, C. Vendor Certifications Vendor certifies that it: (i) has not given, ofTered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, ��l �W Page I I of25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) special discount, trip, favor, or service to a public servant in connection with the Contract, (ii) is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate, (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State of Texas, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage, (iv) has not received payment from DIR or any of its employees for participating in the preparation of the Contract, (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate, (vi)to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract, (vii) are not suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration, and (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; (ix) Vendor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (x) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xi) Vendor represents and warrants that the Customer's payment to Vendor and Vendor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; and (xii) under Section 2155.006, Government Code, Vendor certifies that the individual or business entity in this contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. D. Ability to Conduct Business in Texas Vendor shall be an entity authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas. F. Equal Opportunity Compliance Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, he excluded from employment with or participation in, he denied the henefits 3 I llillU 11age 12 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority. F. Use of Subcontractors If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. A revised Subcontracting Plan shall be required before Vendor can engage additional subcontractors in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. H. Confidentiality 1) Vendor acknowledges that DIR is a government agency subject to the Texas Public Information Act. Vendor also acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re-sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises, Equipment, Data and Personnel Vendor may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as"Data") belonging to the Customer. Vendor shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. J. Background and/or Criminal History Investigation Prior to commencement of any services, background and/or criminal history investigation of the Vendor's employees and subcontractors who will he providing services to the Customer under the Contract may be performed by certain Customers having legislative authority to require such investigations. Should any employee or suhcontractor of the i I SON Page 11 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) Vendor who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. L. Purchase of Commodity Items(Applicable to State Agency Purchases Only) 1) Texas Government Code, §2157.068 requires State agencies to buy commodity items, as defined in 7.L.2 below, in accordance with contracts developed by DIR, unless the agency obtains an exemption from DIR. 2) Commodity items are commercially available software, hardware and technology services that are generally available to businesses or the public and for which DIR determines that a reasonable demand exists in two or more state agencies. Hardware is the physical technology used to process, manage, store, transmit, receive or deliver information. Software is the commercially available programs that operate hardware and includes all supporting documentation, media on which the software may be contained or stored, related materials, modifications, versions, upgrades, enhancements, updates or replacements. Technology services are the services, functions and activities that facilitate the design, implementation, creation, or use of software or hardware. Technology services include seat management, staffing augmentation, training, maintenance and subscription services. Technology services do not include telecommunications services. Seat management is services through which a state agency transfers its responsibilities to a vendor to manage its personal computing needs, including all necessary hardware, software and technology services. 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from Subsection 7.L. M. Overcharges Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section I, et seq., and which arise under the antitrust laws of the State of Texas, "rex. Bus. and Comm. Code Section 15.0 1, et seq. Page 14 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) N. Prohibited Conduct Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. O. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage as part of its response to RFO No. DIR-SDD-141. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A+ financially rated and duly licensed, admitted, and authorized to do business in the State of Texas. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of$500,000 per occurrence for coverage A, B, & C including products/completed operations, where appropriate, with a separate aggregate of $500,000. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; d) 30-day Notice of Termination in favor of DIR and/or Customer; and e) Waiver of "Transfer Right of Recovery Against Others in favor of DIR and/or Customer. 2) Workers' Compensation Insurance Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Art. 8308-1.01 et seq. Tex. Rev. Civ. Stat) and minimum policy limits for Employers' Liability of$250,000 bodily injury per accident, $500,000 bodily injury disease policy limit and $250,000 per disease per employee. 10/09 Page 15 ot'25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; b) 30-day Notice of Termination; and c) Additional Insured. P. Use of State Property Vendor is prohibited from using the Customer's equipment, the Customer's Location, or any other resources of the Customer or the State of Texas for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State of Texas long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. Q. Immigration Vendor shall comply with the requirements of the Immigration Reform and Control Act of 1986 and the Immigration Act of 1990 (8 U.S.C.I 101, et seq.) regarding employment verification and retention of verification forms for any individual(s) hired on or after November 6, 1986, who will perform any labor or services under this Contract. 8. Contract Enforcement A. Enforcement of Contract and Dispute Resolution 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall he used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.I above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. ti 10/09 1'age I b ot'2 5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) B. Termination 1) Termination for Non-Appropriation Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated by the governing body on behalf of local governments, or by the Texas legislature on behalf of state agencies. In the event of non-appropriation, Vendor will be provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the services, they are obligated to pay for those services. 2) Absolute Right DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order #13224, 'Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the Excluded Parties List System (EPLS) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 9.A, Notices, of intent to terminate. 3) Termination for Convenience DIR or Vendor may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days written notice. A Customer may terminate a Purchase Order if it is determined by the Customer that Vendor will not be able to deliver services in a timely manner to meet the business needs of the Customer. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract. The non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Vendor may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or(ii) included in the Purchase Order in accordance with Section 3.8.2 above. The non-defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to �li�l9 Nape 17 of 2 S Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) any other remedies it may have available, cancel and terminate the Purchase Order. 5) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued with respect to all services ordered and accepted prior to the effective termination date. 6) Vendor Rights Under Termination In the event a Purchase Order is terminated or the Contract expires or is terminated for any reason, a Customer shall pay all amounts due for services ordered prior to the effective termination date and ultimately accepted. C. Force Majeure DIR, Customer, or Vendor may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Vendor will not be able to deliver services in a timely manner to meet the business needs of the Customer. 9. Notification A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15`h Street, Suite 1300 Austin, Texas 78701 (5 12) 4754759, facsimile 1%10/09 Page 18 of 2S Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) 10. Captions The captions contained in the Contract and its Appendices are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 11. Statement of Services to Be Performed A. Vendor shall provide Worker(s) to DIR Customers to perform services that are defined in the Work Order Solicitation, in accordance with the terms and conditions of the Contract. Workers provided by Vendor shall possess qualifications that meet or exceed those specified in the Work Order Solicitation and will perform the functions as outlined in the Work Order Solicitation at the rates quoted therein. All travel is subject to the prior, written approval of the Customer. B. Vendor understands that this is a non-exclusive, indefinite quantity contract. DIR makes no representations or warranties that Vendor shall receive any number or volume of Work Order Solicitations hereunder. 12. Work Order Solicitation /Purchase Order Issuance A. In order to be awarded a Purchase Order hereunder, except for Best Value Selection, Vendors will respond to Work Order Solicitation(s) for services as issued by DIR on behalf of its Customers, consistent with the Terms and Conditions of this Contract. Vendor understands that no work under any Purchase Order issued by Customer shall commence until receipt of Purchase Order. Vendor will perform in accordance with the terms and conditions of the Customer Purchase Order. B. Customer specifications may include pre-selection requirements that potential Vendors (and their Worker) submit to and satisfy criminal background checks as authorized by Texas law. C. Vendor shall direct all communications concerning this Contract and any Work Order Solicitation(s) to DIR except for Customer initiated communications, the interview, the hiring process and Best Value Selections(See item F in this section). D. DIR expects Vendor to participate in the Work Order Solicitation process. See Section 14, Vendor Opportunities and Performance Metrics, for performance metrics. E. DIR will not promulgate a standard candidate resume format/layout. Awarded Vendor may submit candidate resumes in desired company format/layout. DIR, will however, require Vendor to accompany candidate resume(s) with approved DIR cover sheet/format standard. F. Best Value Selections. Customer shall select the Worker and provide DIR with the appropriate procurement documentation to support the selection. 13. Hourly Rates A. I Iourly rate shall never exceed NTE rate unless authorized, in writing, by DIR 1/10,09 Nape 19 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) B. The Vendor shall quote hourly rates to DIR in response to Work Order Solicitation(s) provided by DIR on behalf of its Customer during the term of this Contract. Hourly rates shall not exceed awarded rates quoted in this Contract. Hourly rates quoted in a particular Purchase Order shall remain valid for a period of time specified in the Purchase Order. Vendor shall not increase its rates under any Purchase Order, including amendments/Purchase Order Change Notice (POCN) thereto, without the express prior written approval of Customer. C. All quoted hourly rates shall include all expenses associated with each Worker, including wages, benefits, DIR Administrative Fee, usual living expenses and costs of commuting to and from the Customer's primary work site designated. Travel reimbursement may be allowed. See Section 5, Purchase Orders, Invoices and Contract Section 4. Payments, D. Travel for allowable expenses. 14. Vendor Opportunities and Performance Metrics DIR will conduct routine assessments of Vendor performance and will use that information to institute a Tiered Vendor Structure. As defined below, opportunities available to Vendors will vary based on the tier in which they reside. Movement between the tiers will be based on performance as defined in the quantitative and qualitative measures defined below. A. Tiered Vendor Structure The Tiered Vendor Structure will be comprised of two tiers: Active Vendors and Suspended Vendors. 1) Active Vendors Tier-Active Vendors are given access to opportunities presented through Work Order Solicitations and Best Value Selections. a) Vendor will be a member of the Active Vendors Tier for the first two evaluation periods. b) Vendor shall earn an acceptable status when it scores above the 25th percentile of the scores of all Active Tier Vendors. If Vendor scores below or equal to the 25th percentile, Vendor will earn an unacceptable status. c) If Vendor maintains an unacceptable status for two consecutive evaluation periods, Vendor is subject to being suspended from its contract (the Suspended Vendors Tier). 2) Suspended Vendors Tier - Suspended Vendors are not provided access to opportunities presented through Work Order Solicitations or Best Value Selections. Suspension is detailed in Section 15, Vendor Suspension/Demotion, of this document. 3) Exceptions - DIR reserves the right to review evaluations on a case-by-case basis and to ultimately decide which status to assign to a Vendor. ;i 10/09 Page 20 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) B. Quantitative and Qualitative Measures Vendor shall be measured in five performance categories. These categories are listed below, along with their evaluation measurement detail: 1) Successful Placement — the number of Placed Candidates. Relative to the performance of other Vendors, the Vendor(s) placing the most Workers in a quarter will be awarded the full 20%. Vendors will be awarded a proportional percentage score relative to their performance. This measure represents 20% of the Vendors' total score. 2) Quality — the number of Acceptable Candidates relative to the total number of resumes submitted by a Vendor and the number of Interviewed Candidates relative to the number of Acceptable Candidates submitted by a Vendor. Each of the aforementioned components of this measure is weighted equally and this measure represents 20%of the Vendor's total score. 3) Customer Satisfaction —this score is the qualitative assessment of the candidates that a Vendor placed. DIR Staff will receive this information from Customers that have contracted workers. Each quarter the Vendor shall start out with the maximum number of 100 points. The points listed below in the "Customer Satisfaction Table" shall be deducted if an infraction occurs. Five (5) points will be deducted for every documented unique unsatisfactory incident received about the Vendor or the contracted worker. A Vendor can score no lower than 0 of the possible 100 points. This measure represents 20%of the Vendors' total score. 4) Compliance — this score is based on the observance of contractual standards. Each quarter the Vendor shall start with the maximum number of 100 points. The points listed below in "Compliance Table" shall be deducted if an infraction occurs. A Vendor can score no lower than 0 of the possible 100 points. This measure represents 20%of the Vendor's total score. 5) Responsiveness — the number of Work Order Solicitations to which the Vendor responded, within the prescribed time, during a quarter. This measurement will be tracked at the Title level (the structure of job descriptions employed here is: Category, Title, and Level). This measure does not count the number of candidates, but rather the number of solicitations where the Vendor submitted at least one candidate. Responsiveness represents 20%of the Vendors' total score. Customer Satisfaction Table Infraction Point Deduction Submitting the name(s) of current Worker(s) for -5 each occurrence an overlapping time frame. Duplicate candidate resumes(without right to -5 each occurrence represent) _ Documented unsatisfactory incident -5 each occurrence i, MAN AN Page 21 ot'25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) Submitting inaccurate resumes to DIR -15 each occurrence Submitting resumes in an unapproved format to -l5 each occurrence DIR Compliance Table Infraction Point Deduction Failure to communicate staff and point—of-contact -5 each occurrence changes to DIR Failure to update Certificate of Insurance -10 per month that passes since expiration date Late Sales Report -15 each occurrence Incorrect Sales Report -15 each occurrence Submitting resumes/candidates to hiring -50 each occurrence, and managers outside the DIR process suspension or termination for cause, at DIR's discretion DIR reserves the right to alter the performance categories and the percentages used for measurement of Vendor performance. Vendor shall be notified of any changes and shall cooperate to amend the contracts. 15. Vendor Suspension/Demotion DIR's Right to Suspend Contract Performance for Cause in accordance with this Section and Section 14, Vendor Opportunities and Performance Metrics: DIR may suspend Vendor's performance of this Contract, in whole or in part, for a period up to 180 calendar days by following the procedure in this paragraph. When a violation of the contract as set forth below occurs, DIR may send a Notice of Intention to Suspend to the Vendor providing the reasons for the proposed suspension. Vendor shall have five (5) business days from receipt of the Notice of Intention to Suspend to provide a written response. At the expiration of the 5 business days, MR will make a determination whether a violation(s) of the contract occurred. In those instances where a violation is found to have occurred, DIR shall decide on a period of suspension up to 180 calendar days in length and send a written notice of the period of suspension and the related findings to Vendor. The suspension shall be effective from the date of receipt by Vendor. DIR may issue a Notice of Intention to Suspend under the proper circumstances, which include, but are not limited to the events listed below: 1) Vendor or Vendor's Worker(s) no longer holds necessary license(s) or certificate(s) required to perform the work under any Work Order; 2) Vendor falsifies an invoice for services or travel reimbursement; 3) Vendor contacts a DIR Customer concerning any Contract, Work Order, or solicitation without the prior consent of DIR; 3i I i)�119 Page 22 of'25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (1TSAC) 4) Vendor or its Workers have engaged in practices prohibited in Section 5, Purchase Orders, Invoices and Payments hereof, Section 7, Vendor Responsibilities; hereof, and Section 7, Intellectual Property Matters, in the Contract; 5) Vendor or Vendor's Worker commits any material breach or default of any covenant, warranty, obligation or agreement under this Contract, fails to perform the work under this Contract within the time specified herein or any extension thereof, or so fails to pursue the work as to endanger Vendor's performance under this Contract in accordance with its terms. 6) Failure to maintain an acceptable level of performance under Section 14, Vendor Opportunities and Performance Metrics, hereof. During the period of suspension, a Vendor shall continue to perform under any outstanding Purchase Orders, but will not be authorized to participate in or receive any additional Work Order Solicitation(s) or Purchase Orders. At the conclusion of the suspension, DIR will issue a Notice of Intention to Reinstate to establish the date the suspension is lifted. For Vendors receiving an unacceptable status for one evaluation period under Section 14, Vendor Opportunities and Performance Metrics, hereof, DIR will provide written notice of the consequences of continued unacceptable status, which includes the possibility of suspension and/or termination under this section of the Contract. 16. Substitution of Workers A. If Customer determines the Worker does not meet the qualifications needed, has not followed applicable safety standards or for any other reason is unable to complete the assignment satisfactorily, Customer will direct Vendor to resolve the complaint or remove its Worker immediately. If Vendor is unable to resolve the complaint immediately or provide a satisfactory substitute Worker within seven (7) business days, the Purchase Order may be terminated and Customer may select another Vendor to finish the remaining work as outlined in the Work Order Solicitation B. If a Worker no longer provides services for Vendor, Vendor shall have up to seven (7) business days to replace the Worker with a substitute satisfactory to DIR and its Customer. Vendor shall use its best efforts to provide a substitute Worker at the same, or a lower rate than that charged for the replaced Worker's services. If the rate for the substitute Worker is higher than the rate charged for the replaced Worker's services and the higher rate is unacceptable to DIR, or if the Vendor is unable to provide a satisfactory substitute Worker within seven (7) business days, the appropriate Work Order may be terminated and DIR may select another Vendor to finish the remaining work. C. In the event the Worker cancels his/her obligation without cause prior to the original termination date, Customer may require the Vendor to provide a replacement to complete the obligation that the departing individual did not fulfill. fhe replacement 3i �Ii11y Page 21 of 25 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) must be approved by Customer and will be provided at no charge for a time equal to seven (7) business days, not to exceed fourteen (14) business days. This gratis period is to cover the cost to Customer of retraining the replacement individual on the internal Customer systems. D. Except when a Worker leaves employment voluntarily, the Vendor may not remove a Worker from a project without prior written consent of DIR. E. Vendor is responsible to retrieve from all Workers as they transition from work on a Work Order, whether voluntarily or involuntarily, all keys, access cards, files, equipment and all other property and security devises that may have been issued to Worker by DIR's Customer and to deliver the items to the Customer. 17. Predatory Actions; Submission of Workers' Names by Multiple Vendors A. The Vendor shall not hire employees of a DIR Customer and offer such employees as Workers for a Work Order Solicitation on which that employee is currently participating. Unless an employee is released from employment, Vendor shall not hire an employee of another Vendor providing Workers to a DIR Customer and offer such employee as Workers for a Work Order Solicitation on which that Worker is currently participating until such time as the Purchase Order under which that Worker was originally obtained has expired or been terminated pursuant to Section 8B. B. No Worker whose name is submitted by more than one Vendor for the same Work Order will be considered for placement with a DIR Customer. C. No Worker who is currently on contract to a Customer through the DIR ITSAC program will be considered for additional DIR Work Order Solicitations having overlapping timeframes. However, at the discretion of a DIR Customer, Workers who are currently assigned to a DIR Customer through the DIR ITSAC program may be considered for additional DIR ITSAC work from the same DIR Customer. Vendors shall not submit the names of the same Worker for an overlapping time frame unless previously agreed to by the Customer. 18. Alcohol and Drug Free Workplace Possession, use, or being under the influence of alcohol or controlled substances by Vendor Workers while in the performance of this Contract is prohibited. 19. No Solicitation of State Employees A. Vendor shall not solicit, directly or indirectly, any employee of DIR who is associated with this Contract for a period of 90 calendar days following completion of the Contract. Further, Vendor shall not solicit for a period of 90 days following completion of the Work Order, directly or indirectly, any employee of a DIR Customer who has participated in any projects on which the Vendor's Workers have been assigned. ii I(ON Page 24 of ?5 Appendix A Standard Terms and Conditions For Information Technology Staff Augmentation Contracts (ITSAC) B. DIR and its Customer agree not to solicit employees of the Vendor, during the term of the appropriate Work Order, and for a period of 90 calendar days thereafter. 20. Warranty The Customer has 30 days from the date of signature on the Vendor Invoice to inform Vendor of its determination that the Vendor has made errors in completed work. Customer will immediately inform the Vendor of the Customer's determination. The Vendor shall make such corrections and revisions as are necessary so that the Work Products complained of are acceptable to Customer and shall be corrected without cost to Customer. Correction is limited to rework of the unsatisfactory work without change to the original specifications and without regard to the amount of the effort expended on the original work. G I W09 Page 25 of ?5 ti Nd4o-Exceed Pricing as of September 1,2009 IMF- rrldolaa/Mb Offer"" Cd oe" TN* LOW TONWAbwType Law" Cook a F Andydt1 S 63.44 $ 61W S 70. Dopdr Arrlysh Analyst 2 s 73 67 s e0 7i S el Analyr 3 s 86.10 s Kv s 1 1 s 01-4018 66.66 S 76.01 Dewropor DwMopw 2 s 72.02 IS 7164 i 66.6, Dewlap 3 s 6x06 $ 1".31 i 102. Saftwu Tyr Am"1 s 61.60 $ 61.30 S W. Sollwdn Tyr Analyst Sdhram Tyr Analyst 2 S 66. s: 71.07 S 77. Application* Sollwdre Tor Analyst 3 s 70. S 1".66 S SD Technical wrOn 1 S 4117 $ 61.66 $ 56.1 Technical VA bar Technical M 2 S '.lO.SO $ 61.0316 6657 Technical wAlsr 3 6 6111 S 611" i 70.1 lAwhrsse Anal 1 i 64.9 $ 70.16 s 66.67 Business Analyst Bueirrdsa A 2 376.82 S 6226 S 00.01 eiwh mn A 3 3 M 36 i 66 06 i 1 syrsm An*d 1 3 6625 $ 70.16 S 76. Sydwn Analyst Sy Arrlyst 2 s 76.77 S 8216 S el, %oft Arwlyst 3 6 W43I i WW $ 101 Dabbaaa An*Wkm 1 $ 71.66 i 76.9 i e0. Dais ary Ai ch! t Dabbye Archilsrt 2 $ 62.72 $ 6106 S 57.31 Database ArdMlset 3 $ W74 $101.29 S 113. Ddb yysralm"ArclYbct 1 s 76.04 $ 1".04 i 6.31 Dab Management Dab warehouse Architect Ora vihrehouy AtchYYet 2 S 66.04 $ M44 S 11" ore warehouse ArcMbct 3 S=02 $10132 i 116. ID-bass AdnWNatrrar1 S 7026 $ 74.63 S DrabyeA-*W-- 13-hoseA&Wnistrabr2 s 6D.i6 S W.16 i 64 Osbbw AdaMdatrslor 3 s 52.12 S 100.4 i' 110, Enterprise A=hibct Btwpr%o A.dit t Eredrvrhea Archiled 1 61 f 13MR i 14. EMmirmha Arch ilea 2 s 131 s mm[ 167.51 Proled ranger r , 6 8027 i 66.73 s of Project Menegement Prolix Manager 2 60106 i 116.36 $ 125. P Of"Load Load t s 614 S WAS iw aq Load 2 S 86 $IMM $ 110 Network engo- footwork F of 3 779 s w $ 1" Telecom/Networking Nrwab Admkoetrrsr 1 6 $6.07 s 64.9 S 81 Network AO"'"alrober Meark wed 2 6 6171 i 71116 $ 1" Nstwark Arakeetr.dw 3 s 0 N S 4111 S M Desk 1 S 36.86 s 1286 $ 47111 Help ash' Help Deft 2 s 479 6 SIM S W. Customer Technical p 3 S 5402 s 5166 s 611 Support Technical aA t S 1113 S 42.00 $ �. ToeANcal support Techdad 2 6 51.56 s 517, i 64.02 Techeeeal 3 s 6670 S W W 8 rs M„%C Revie—w Official site of of • • City Council Agenda FORT WORTH COUNCIL ACTION: Approved on 11/16/2010 DATE: 11/16/2010 REFERENCE NO.:C-24608 LOG NAME: 04TEKSYSTEMS INC FOR TECHNOLOGY STAFFING CODE: C TYPE: NON-CONSENT PUBLIC HEARING:NO SUBJECT: Authorize the Execution of a Contract with TEKsystems, Inc.,for Technology Staffing Augmentation Using a Texas Department of Information Resources Contract for the Information Technology Solutions Department in an Amount Not to Exceed$211,016.00 on an Annual Basis RECOMMENDATION: It is recommended that the City Council authorize execution of a Contract with TEKsystems, Inc., using a Texas Department of Information Resources Contract No. DIR-SDD-1117 for the Information Technology Solutions Department for an annual amount not to exceed$211,016.00. DISCUSSION: The purpose of this contract is to allow the Information Technology(IT)Solutions Department to have agreements in place for staff augmentation to assist in the development and implementation of technology projects.These projects would include but not limited to: 1)assistance in the installation and implementation of software packages;2)assistance for short-term resolutions of problems, such as staffing shortages for technology related projects; and 3)staffing placement. Staff is requesting $211,016.00 for three months of service through January 2011. Texas Department of Information Resources(DIR)is authorized to offer the cooperative purchasing program to state agencies, public institutions of higher learning, public school districts and local governments. Pursuant to State law, a local government that purchases goods and services under the Interlocal Cooperation Act satisfies otherwise applicable competitive bidding requirements. M/WBE—A waiver of the goal for M/WBE subcontracting requirements was requested by IT and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS—Upon City Council approval,this Agreement shall begin on November 16, 2010 and expire on August 31, 2011 to correspond with the term of the DIR contract. RENEWAL OPTIONS—This agreement may be renewed for up to two successive one year terms at the City's option per the conditions established in the contract between DIR and the individual vendor. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligation during the renewal term. The Information Technology(IT) Sourcing Initiative will have no impact on this project. ADMINISTRATIVE AMENDMENT—An administrative amendment or increase may be made by the City Manager, or his designee, for a total amount not to exceed $50,000.00 annually. Such increase or amendment does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Technology Fund. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=14353&coundidate=11/16/2010(1 of 2)[11/17/2010 12:47:50 PM] MSC ReN4M TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0045010 $160,160.00 P168 539120 0041100 $50,856.00 --------------- Submitted for City Manager's Office by: Karen Montgomery(6222) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Mai Tran (8858) ATTACHMENTS httP:Happs.cfwnet.org/council—packet/mc review.asp?ID=14353&coundldate=11/16/2010(2 of 2)[11/17/2010 12:47:50 PM]