HomeMy WebLinkAboutContract 47466 CITY SECRETARI y
CoMACT 140•
AGREEMENT FOR UNEMPLOYMENT COST MANAGEMENT SERVICES
CORPORATE COST CONTROL,INC. (Hereinafter referred to as the"Company"),with
offices located at 50 Nashua Rd.Londonderry,NH 03053, shall provide the following
Unemployment Compensation Management Services under the terms of this agreement
for:
CLIENT NAME ACCOUNT NUMBER(S)
City of Fort Worth TX-999917771
1000 Throckmorton Street
Fort Worth, TX 76102
It is clearly understood that none of the services shall in any way imply or constitute the
offering or the providing of legal services or opinions. It is also understood that the
services provided by the Company are dependent upon the timely transmittal by the
Client to the Company of all unemployment claim notices, forms and other pertinent
claim or tax information sent by the state agencies to the Client.
UNEMPLOYMENT COST MANAGEMENT SERVICES
PART I ---- Claims Management
A. The Company shall process for the Client all unemployment compensation
claims, at all levels of protest or appeal, for the account(s)under contract, dealing
directly with the state agencies on behalf of the Client.
B. The Company shall provide hearing guidance to the Client in determining the
proper individual,necessary documentation and other pertinent guidelines to best
assist the Client in all appeals hearings before all state agencies. It is recognized
that the Client has sole discretion as to the final action taken and the state
agencies as to final jurisdiction.
C. Hearing representation will be provided by the Company at the written request of
the Client for an additional fee of$150.00 per telephone hearing and$250.00 per
in-person hearing.
PART II -- Education Management
A. The Company shall conduct one educational seminar per year for the Client to
educate management and supervisory personnel about rules and regulations
pertaining to a claimant's unemployment compensation eligibility,progressive
discipline, documentation,potential tax liability, and other valuable guidelines to
help protect the Client against unwarranted unemployment claims and benefit
charges.
OFFICIAL RECORD
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This seminar will be scheduled at a mutually convenient time and of appropriate
duration. Additional training can be arranged for an additional fee as agreed to in
writing.
B. The Company shall consult with the Client, whenever necessary or requested to
do so, to advise on procedures pertaining to the control and reduction of
unemployment tax liability.
C. The Company shall inform the Client of significant changes to unemployment
compensation laws, regulations, and interpretations thereof.
D. The Company shall review the Client's existing written policy handbook, manual
or rules, at the Client's request, to provide guidance and information that pertains
to the control and reduction of unemployment compensation liability.
E. The Company shall present to the Client a written management report on both a.
quarterly and annual basis. The report shall describe the tnemployment activity
in the Client's accounts) and results of the Company's services for the Client.
PART III—Tax and Benefit Charge Auditing and Management
A. The Company shall initiate and maintain all audit of the Client's unemployment
benefit charges. The audit shall consist of the validation of all benefit charges to
the Client's account(s) and the corresponding unemployment claims; checking for
erroneous, incorrect and unwarranted charges. The Company shall file, for the
Client, all necessary requests,protests and appeals for credit to the Client's tax
account(s) with the appropriate state agency departments for all erroneous,
incorrect and unwarranted charges uncovered in tine audit.
B. The Company will verify each state issued unemployment tax rate received and
protest any inaccuracies.
C. The Company will review, calculate and recommend beneficial voluntary
contributions in the applicable states.
D. The Company will analyze and project the value of joint accounts in applicable
states and make recommendations.
E. Rate projections,merger and acquisition analysis, filing paperwork for new state
ID numbers, change of address forms, and filing paperwork for mergers is all
available at a rate of$250.00 per hour when requested in writing.
PART IV—Indenmification
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS,PROPERTY DAMAGE AND/OR 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 ONESSION(S),MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS, SERVANTS OR
EMPLOYEES.
CONTRACTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
OFFICERS,AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST
ANY AND ALL CLAIMS,LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF
ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S
BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL
INJURY(INCLUDING DEATH)THAT MAY RELATE TO,ARISE OUT OF, OR BE
OCCASIONED BY(I) CONTRACTOR'S BREACH OF ANY OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR
OMISSION OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS,AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER
THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE
OF THIS AGREEMENT,EXCEPT THAT THE INDEMNITY PROVIDED FOR IN
THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM
THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS,
EMPLOYEES, OR SEPARA'T'E CONTRACTORS, AND IN THE EVENT OF JOINT
AND CONCURRENT NEGLIGENCE OF BOTH CONTRACTOR AND CITY,
RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING
HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S
GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF
TEXAS.
PART IV—Miscellaneous
a. Assignment. This Agreement does not constitute either party as the agent or legal
representative of the other for any purpose whatsoever. The parties are not granted any
express or implied right or authority to asstune or create any obligation or responsibility
on behalf of the other or to bind the other in any manner whatsoever. The Parties shall
not assign this Agreement without the prior written consent of the other.
b. Authority. Each party covenants with the other that it has Rill power and
authority to enter into and perform its obligations under this Agreement and the persons
executing this Agreement on their behalf are duly authorized to do so by all requisite
action.
C. Binding. This Agreement shall be binding upon the parties hereto, their
respective successors and assigns.
d. Notice. All notices,requests, demands, and other communications that are
required or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given upon the delivery or receipt thereof, as the case may be,
if delivered personally or sent by registered or certified mail,return receipt requested,
postage prepaid, as follows:
City of Fort Worth/Client: Susan Alanis, Assistant City Manager
1000 Throckmorton Street
Fork Worth, Texas 76102
Copies to: City Attorney's Office
1000 Throckmorton Sheet
Fort Worth, Texas 76102
To Company:
e. Amendments. The parties expressly reserve the right to modify this Agreement,
from time-to-time, by mutual agreement. No modification or amendment of the
provisions of this Agreement shall be effective unless ui writing and signed by authorized
representatives of the Parties.
f. Invalidity of Particular Provisions. Should any term,provision, condition, or
other portion of this Agreement or the application thereof be held to be inoperative,
invalid, or unenforceable,the remainder of this Agreement or the application of the term
or provision to persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected thereby and shall continue in Rill force and effect.
g. No Waiver. No waiver of fiilh performance by any party shall be construed, or
operate, as a waiver of any subsequent default or breach of any of the terms, covenants,
or conditions of this Agreement.
h. Entire Agreement. This written instrument constitutes the entire agreement by the
parties hereto concerning the work and services to be performed hereunder, and any prior
or contemporaneous, oral or written agreement, which purports to vary from the terms
hereof shall be void.
i. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in
equity, arise out of the execution,performance, attempted performance of this
Agreement,venue for said action shall lie in Tarrant County, Texas. This Agreement
shall be governed by the laws of the State of Texas.
j. 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.
k. Headings not Controlling. Headings and titles used in this Agreement are for
reference purposes only and shall not be deemed a part of this Agreement.
1. Public Information Act. Contractor understands and agrees that the City is a
public entity tinder the laws of the State of Texas, and as such, is subject to various public
information laws and regulations, including, but not limited to, the Texas Public
Information Act, Chapter 552 of the Texas Government Code (the "Act"). Contractor
acknowledges that,under the Act,the following information is subject to disclosure: 1)
all documents and data held by the City, including information obtained from the
Contractor, and 2) information held by the Contractor for or on behalf of City that relates
to the transaction of City's business and to which City has a.right of access.
ill. Right to Audit. Contractor agrees that the City shall,until the expiration of three
(3)years after this Agreement,have access to and the right to examine at reasonable
times any directly pertinent books, documents,papers and records of the Contractor
involving transactions relating to this Agreement at no additional cost to the City.
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 not less than 10 days written notice of any intended audits.
Information made available to the Company is considered confidential. The Company
will not use any information submitted by the Client for any reason or purpose other than
those intended by this agreement. Any release of information by the Company to any
entity other than a State Agency will be at the sole discretion of the Client. Upon
termination or completion of this agreement, Company shall return all information to the
Client or destroy any information arid certify such destruction in writing.
This agreement shall be construed under and in accordance with the laws of the State of
Texas.
PART V-- Insurance
The Contractor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4,000,000.00 aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services trader
this Agreement, including owned, non-owned, or hired vehicles, with a combined limit of
not less than$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions)in the amount of$1,000,000 per
claim and$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements
per the amount required by statute.
5. Technology Liability (Errors & Omissions)
a. Combined limit of not less than$2,000,000 per occurrence; $41nillion aggregate or
b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella.Coverage in the arnoiuit of$4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury. The
umbrella policy shall cover amounts for any claims not covered by the primary
Technology Liability policy. Defense costs shall be outside the limits of liability.
(a) 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 xvith final adjudication language
(v)Intellectual Property Infringement coverage, specifically including coverage for
intellectual property infringement claims and for indermnif cation and legal defense of
any claims of intellectual property infringement, including infringement of patent,
copyright,trade mark or trade secret, brought against the City for use of Deliverables,
Software or Services provided by Contractor under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is exhausted.Either is
acceptable if coverage meets all other requirements. Technology coverage shall be
written to indicate that legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole responsibility of the
Contractor 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 Agreement. 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, or a Rill copy of the policy if requested, shall be
submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
General Insuuance Requirements:
1. All applicable 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.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of the City of Fort Worth.
3. 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.
4. The insurers for all policies must be licensed and/or approved to do business in
the State of Texas. All insurers must have a rninimwn 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.
5. Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Djyisim
prior to execution of this Agreement. OFFICOAL RECORD
PART VI-Security and Confidentiality �NVV SECRETARY
The Company will maintain strict confidentiality and security of all data provided b -thy
Client and held on the Client's behalf. Company will promptly notify Client of any data
breaches.
AGREEMENT DURATION AND PAYMENT SCHEDULE
This agreement shall be effective for one year from November 1, 2015, unless terminated
by either party in accordance with this agreement.
The Client or Company may terminate the Agreement upon 30 (30) days' written notice
to the other party with or without cause.
The Client shall make Semi-Annual payments in the amount of$2,100.00 for an annual
fee of$4,200.00
This Agreement is expressly conditioned upon and subject to acceptance by the
Company's Corporate Office.
(ENTER COMPANY NAME) CORPORATE COST CONTROL,INC.
BY: BY:
Signature: Signature: y
Name: Sus A anis Name.Ajah A. derson
Title: Assistan Ci Manager Title:Hcarung'Coordinator/Accownt Executive
Date: 1 Date: - CJ -la FO
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