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This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation,acting by and
through Jesus Chapa, its duly authorized Assistant City Manager, and Robert Half International, Inc.
through its division,Accountemps("Vendor"),,each individually referred to as a"party"and collectively
referred to as the"parties."
WHEREAS,the Financial Management Services Department of the City of Fort Worth(the"Department")
administers grant accounting for various federally funded grants; and
WHEREAS,in 2014 following a competitive sealed proposal process,the Houston-Galveston Area Council
of Governments ("H-GAC") entered into an agreement with Vendor to provide temporary professional
personnel to work in conjunction with permanent staff, H-GAC Contract No. TS06-14 (the "H-GAC
Contract")where Vendor will extend its prices and services to entities that have a j oint purchasing interlocal
cooperation agreement with Houston; and
WHEREAS,the City and the H-GAC have previously entered into a joint purchasing interlocal cooperation
agreement; and
WHEREAS, in response to the impacts of the novel coronavirus COVID-19, the federal government has
provided the City with more than$158 million in funds under Title V of the Coronavirus Aid, Relief, and
Economic Security Act (CARES Act), a portion of which has been allocated for administration and
accounting(the"Title V"Funds); and
WHEREAS, among other applicable criteria, the CARES Act limits use of the Title V Funds to costs
associated with responding to COVID-19; and
WHEREAS,the costs for administering and processing accounting transactions for grants awarded to City
related to the CARES Act to be paid out of the Title V Funds were not included in the City's adopted
budget,and the Department lacks sufficient staff to perform such work; and
WHEREAS, the Department wishes to engage a temporary worker to process accounting transactions
related to CARES Act grants to be paid out of the Title V Funds; and
WHEREAS, Vendor has agreed to provide such temporary worker; and
WHEREAS,the benefits and services to be paid out of the Title V Funds constitute necessary expenses of
Title V Funds; and
Vendor Services Agreement
Between City of Fort Worth and C)FFJCIAL RECC)RD
Robert Half International,Inc.through its division,Accountemps CIV SECRETARY'
Page 1 of 18
WHEREAS, the City finds that the costs of engaging a temporary worker to administer and process
accounting transactions for CARES Act related grants;to be paid out of the Title V Funds is also a necessary
expense of Title V Funds; and
Now,therefore, City and Vendor do hereby agree as follows
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B,and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes "Exhibits." In the event of any conflict between the terms and conditions of the Exhibits
and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. Scope of Services. Vendor agrees to provide City with temporary staffing services to fill
one(1)Senior Accountant position in the City's Financial Management Services Department to assist with
accounting and grant processing for CARES Act Grants. Exhibit"A,"-Scope of Services more specifically
describes the services to be provided hereunder.
2. Term. This Agreement shall begin on June 25, 2020 ("Effective Date") and shall expire
on December 30, 2020 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term").
3. Compensation. City shall pay Vendor an amount not to exceed Ninety-three thousand five
hundred and forty-one dollars($93,541.00)in accordance with the provisions of this Agreement and Exhibit
"B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes. Vendor 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.City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing. Both parties
agree that Vendor will discontinue performance of the services once the not-to-exceed amount has been
attained.City agrees to pay all weekly invoices of Vendor within thirty(30)days of receipt of such invoice.
4. Termination.
4.1. Written Notice. City or Vendor 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 City in any fiscal period for any payments due hereunder, City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps
Page 2 of 18
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City. City agrees to
hold in confidence the identity of any Temporary Worker and the Temporary Worker's social security
number and other legally protected personal information, and City agrees to implement and maintain
reasonable security procedures and practices to protect such information from unauthorized access, use,
modification or disclosure.
5.3 Public Information Act. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked Confidential or Proprietary,City shall promptly
notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by City, but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
5.4 Unauthorized Access.Solely to the extent that Vendor takes possession of City Information
at its leased or owned premises, or on computers or electronic systems owned or leased Vendor, Vendor
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. Vendor shall notify City
immediately if the security or integrity of any City Information has been compromised or is believed to
have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable
efforts to cooperate with City in identifying what information has been accessed by unauthorized means
and shall fully cooperate with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that 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, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. City shall give
Vendor reasonable advance notice of intended audits.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps
Page 3 of 18
7. Independent Contractor. It is expressly understood and agreed that Vendor 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 City. Subject to and in accordance
with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to
control the details of its operations and activities and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers,
agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors
and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. Vendor further understands that City
shall in no way be considered a Co-employer or a Joint employer of Vendor or any individual
Vendor places with the City, including Vendor's officers, agents, servants, employees or
subcontractors. Vendor also recognizes that they shall be responsible for the management of its
officers, agents, servants, employees and subcontractors for any violations of the Vendor's own
policies and procedures, which Vendor represents meet the requirements under the request for
proposal for these services. Additionally, the Vendor acknowledges they are the employer of
record for any individual it places with City for a temporary staffing position including the
Temporary Worker.
8. Employment Benefits. No individual placed with City under this agreement
including the Temporary Worker, Vendor's officers, agents, servants, employees or
subcontractors, shall be entitled to any employment benefits from City. Vendor
acknowledges and agrees that it shall be responsible for providing any individual it places
with City,including its employees and subcontractors,with all legally-required employment
benefits, including health care benefits. Vendor further acknowledges and agrees that the
negotiated compensation to Vendor by City under this Agreement includes a reasonable
amount which has been included to compensate Vendor for Vendor's health care
costs. Additionally, Vendor shall be liable for any and all withholding, payment and
reporting of taxes on behalf of itself, and any individual it places with City, including of its
officers, agents, servants, employees or subcontractors, including filing IRS 941 and W-2
forms for any individual placed with City.
9. Liability and Indemnification.
9.1 LIABILITY- VENDOR 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 OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
9.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division, Accountemps
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PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S
BUSINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE INTENTIONAL AND NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES. FURTHER,IN THE EVENT CITYIS HELD LIABLE ASA JOINT-EMPLOYER OR
DETERMINED TO BE A JOINT-EMPLOYER BYA COURT OF LAW,ADMINISTRATIVE BODY
OR SIMILAR AUTHORITY, VENDOR COVENANTS AND AGREES TO INDEMNIFY CITY FOR
ANY JUDGEMENTS,AWARDS, EXPENSES AND COSTS (INCLUDING BUT NOT LIMITED TO
ATTORNEYS FEES) ORDERED AGAINST THE CITY. NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, VENDOR SHALL NOT BE LIABLE FOR, OR HAVE
ANYDUTY OFINDEMNIFICATION WITH RESPECT TO ANYINTENTIONAL AND NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF CITY.
9_3 WAIVER OF CLAIMS AS JOINT-EMPLOYER— Vendor hereby disclaims and waives
any and all claims or causes of action against the City with regard to liability or responsibility for
Vendor's obligations as employer with respect to Vendor's employees, including but not limited to
obligations such as payment of workers compensation claims or benefits; compliance with the Federal
Fair Labor Standards Act; payment or furnishing of health, retirement or other benefits, and
responsibility for payment of unemployment insurance or contributions.
9_4 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay,at its own cost and expense,any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret, or similar property right arising from City's use of the
software and/or documentation of Vendor in accordance with this Agreement, it being understood
that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software
and/or documentation. So long as Vendor bears the cost and expense of payment for claims or
actions against City pursuant to this section, Vendor shall have the 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; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Vendor in doing so.In the event City,for whatever reason,assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for infringement
arising under this Agreement,City 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; however, Vendor shall fully participate and cooperate with City in defense of such claim or
action. City agrees to give Vendor timely written notice of any such claim or action,with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this
Agreement.If the Vendor software and/or documentation or any part thereof is held to infringe and
the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is
materially adversely restricted, Vendor 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 Vendor terminate this Agreement, and
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc.through its division,Accountemps
Page 5 of 18
refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and
all remedies available to City under law.
10. Assignment and Subcontracting.
10.1 Assignment.__ Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
10.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract.
11. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
11.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors&Omissions):
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps
Page 6of18
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and 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 City to evidence coverage.
11.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name 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 City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to 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, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth 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-Vll
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 City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
12. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall 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,ordinances,rules and regulations. In particular,and
without limiting the generality of the foregoing statement, the Vendor acknowledges and agrees that it is
responsible for compliance with all applicable requirements of the Federal Fair Labor Standards Act,
including but not limited to restrictions regarding number of hours worked per week and payment of
lawfully owed over time and minimum wage. If City notifies Vendor of any violation of such laws,
ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc.through its division,Accountemps
Page 7of18
13. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subvendors and successors in interest,as part of the consideration herein,agrees that in the performance of
Vendor'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 VENDOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
14. 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, certified, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Robert Half International,Inc.through its Division,
Attn: Assistant City Manager Accountemps
200 Texas Street
Fort Worth,TX 76102-6314 Client Contracts Manager
Facsimile: (817) 392-8654 2613 Camino Ramon
San Ramon, CA 94583
With copy to Fort Worth City Attorney's Office at
same address
15. Solicitation of Employees. Vendor shall not, 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 City during the term
of this Agreement, without the prior written consent of the City. Notwithstanding the foregoing, this
provision shall not apply to an employee of City who responds to a general solicitation of advertisement of
employment by Vendor or if the individual makes the initial contact on his or her own initiative.
16. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
17. No Waiver. The failure of City or Vendor 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 City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
18. 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.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc.through its division,Accountemps
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7. 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.
19. Force Maieure. City and Vendor 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 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 A, B, and C.
22. Amendments/ Modifications /Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. 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.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing staffing industry standards. Further, Vendor will provide a qualified
Temporary Worker that meets generally accepted standards for an accountant in the industry. Vendor
guarantees City's satisfaction with Vendor's services and the placement of a qualified temporary worker
by extending to City an eight (8) hour guarantee period. If, for any reason, City is dissatisfied with the
Temporary Worker,Vendor will not charge for the first eight(8)hours worked,provided Vendor is allowed
to replace the Temporary Worker.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
Vendor Services Agreement
Between City of Fort Worth and
Robert Half international,Inc.through its division,Accountemps
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FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBVENDORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
(Signature page to follow)
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
�- responsible for the monitoring and administration of
By:
this contract,including ensuring all performance and
Name: Jesus Chapa reporting requirements.
Title: Assistant City Manager
Date: (l— 20 A a By:
Name: Pete
APPROVAL RECOMMENDED: Title: Ac Services Supervisor
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Reginald Zeno
Title: Finance Director and CFO By:
Name: hO oy e Madsen'
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: n/a: Emergency Memo
By: It
Name: Mary ayse •,•••• R ,• ,
Title: City Secretar ��`. .,0
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VENDOR:
Robert Half International,Inc.through its division,
Accountemps
CDocuSiigned by:. r .
By: (TO58 A11?RF5...
Name: n.
Title: strategic Accounts, Vice President
Date: October 6 2020
Vendor Services Agreement QFFI0AL RECORD
Between City of Fort Worth and CITY SECRETARY
Robert Half International, Inc.through its division,Accountemps
Page l l of 18 FT WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
Vendor shall provide one (1) temporary staffing worker for a Senior Accountant position for the
City's Financial Management Services Department "Department" that will provide accounting
services for federal funds due to the COVID-19 Pandemic ("Temporary Worker").
GENERAL SUMMARY OF THE SENIOR ACCOUNTANT POSITION.
Vendor will allow City to interview the Temporary Worker and ensure that the Temporary Worker
will be able to perform accounting and grant analysis duties in relation to the COVID-19 Pandemic
grants awarded to City. City will make the final determination that the Temporary Worker can
perform a variety of administrative tasks in support of assigned area of responsibility.
ESSENTIAL DUTIES & RESPONSIBILITIES FOR THE ELIGIBILITY SPECIALIST
POSITION
The Temporary Worker assigned to the Senior Accountant position will be required to:
- Create and input journal entries related to CARES Act grants and other COVID-19 Pandemic-
related grants.
- Create and input budget entries related to CARES Act grants and other COVID-19 Pandemic-
related grants.
- Prepare and/or verify documentation relating to those journal and budget entries.
- Perform other accounting and financial analysis duties as required relating to CARES Act
grants and other COVID-19 Pandemic-related grant funds.
Prepare reports relating to such grant funds.
- Perform other duties as required consistent with duties and responsibilities described above.
- Adhere to assigned work schedule as outlined in the Department and City attendance policies
and procedures; ensure all behaviors comply with the City's Personnel Rules and Regulations.
GENERAL RESPONSIBILITIES OF VENDOR:
1. Vendor shall provide a temporary worker that has the following knowledge, skills and
abilities:
- Knowledge of:
o Pertinent Federal, State and local laws, codes and regulations.
o Computer and data entry.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc.through its division,Accountemps —Exhibit A Page 12 of 19
- Skill in:
o Time management.
o Professionalism.
o Organizational.
o Basic math.
o Conflict resolution.
- Ability to:
o Learn rules, regulations and procedures of assigned grants.
o Communicate as necessary with other City employees.
o Apply policies, procedures, rules and regulations of specific grants.
o Work with diverse population.
2. In addition to screening for the requirements listed above for this specific position,
Vendor shall furnish workers who are at least 18 years of age, legally authorized to work
in United States of America, possess a valid U.S. federal or state government-issued
identification and are appropriately dressed for the assigned position.
3. Vendor must be able to provide all requested temporary workers within forty eight (48)
hours of receipt of a City request for services.
4. Vendor will be required to maintain insurance and/or bonds in accordance with the
Agreement to protect the City from any loss caused by a temporary worker assigned by
Vendor.
5. Vendor must require that assigned temporary workers are clean and appropriately dressed
for their specific assignment.
6. The City reserves the right to decline the services of any temporary worker provided by a
Vendor, for any reason with or without notice.
7. If the City deems an assigned temporary worker to be a safety risk, the City may contact
the Vendor and request the individual be removed that same day.
8. If one of Vendor's temporary workers leave the job site before the requested service time
period has expired, no payment will be rendered to Vendor for the remaining time left
based on the requested service time period. Payments will be rendered only for actual
hours of temporary services supplied by Vendor.
9. Should the City wish to hire one of Vendor's temporary workers who has been filling a
temporary position, the City shall pay a conversion fee in accordance with the pricing
stated in the H-GAC Contract.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc. through its division,Accountemps—Exhibit A Page 13 of 18
10. Vendor shall submit the following details to the applicable departmental liaison for the
City department requesting the temporary worker and the City's Human Resources
Department before assignment of each temporary staff and notify within a day of end of
such assignments, by email to CFW_TempScreening@fortworthtexas.gov
a. Full name of the temporary staff,
b. Assigned to which City department;
c. Assigned City department manager;
d. Start date of assignment;
e. Confirmation on background check cleared; Yes/No
f. Vendor's bill rate;
g. Upon completion of service vendor should notify last day of assignment.
11. Vendor's employees will present their timesheet weekly to the City Department
representative who will sign off on the Vendor's employee's timesheet that he or she was
present for the specified period.
12. Vendor will be required to provide a weekly timesheet summary showing (i) the name of
each worker assigned to the City during the preceding week, (ii)the date(s) each listed
worker was assigned during the reporting period, (iii) the department(s) to which the
worker was assigned on each date, (iv) the hourly rate billed to the City for each
assignment and (v) hours of service provided each week.
13. Vendor shall be required to pay the Temporary Worker assigned to the City a negotiated
rate included in the full rate paid to the Vendor as established in this Agreement.
14. All scheduling will be done through Vendor. Once the City makes a request for
temporary services during a specified time frame, the Vendor will be required to
coordinate the scheduling with its employee who will be performing the temporary
service.
15. The City will not provide transportation to or from the assigned work site. The City will
not reimburse mileage or parking for temporary workers.
16. City shall provide a safe work environment while the Temporary Worker is providing
services to the City.
17. Vendor must call City to confirm the name of the assigned temporary worker and verify
that his or her skills meet the City needs.
18. The Vendor shall describe, in writing, what immediate action it will take to replace
temporary workers whose services are declined.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc. through its division, Accountemps—Exhibit A Page 14 of IS
19. If non-English speaking temporary workers are assigned to the City, Vendor shall ensure
interpretation services are also provided, which may be furnished by one of the other
assigned temporary workers.
20. Vendor must conduct background checks on all temporary workers assigned to the City
which will include minimum factors consisting of the following:
a. 7 yr- County Criminal Record Search for Felonies &Misdemeanors from al
counties;
b. SSN trace to National Criminal/Sex&Violent Offender Search—National
c. Motor Vehicle Record and Driver's License Status (if applicable to the job)
d. Social Security Number Trace
e. Education Verification
f. Statewide Criminal check from all counties SSN was traced to
21. Vendor will provide City with proof such checks have occurred. On request, Vendor
shall provide City a copy of an assigned temporary worker's background check. For
purposes of clarity,the Temporary Worker may begin the assignment with the City prior
to the above background checks being completed. If Vendor later determines the
Temporary Worker is ineligible for placement with the City based on the results of such
completed checks and/or screenings,Vendor will remove the Temporary Worker from
the assignment. In such event, the City agrees to pay for all hours worked by the
Temporary Worker at the agreed upon hourly bill rate. If City requests a copy of the
results of any checks conducted on the Temporary Worker, City agrees to keep such
results strictly confidential to the extent permitted by law and to use such results in
accordance with applicable laws and solely for employment purposes.
22. Vendor shall ensure that its assigned temporary workers do not have any type of firearm,
weapon, drug or alcohol on City premises.
23. Vendor will be responsible for processing payroll for its temporary workers who are
assigned to the City. This responsibility will include but not be limited to making all
necessary deductions and paying all taxes and insurance required by federal, state, or
local law. Each selected Vendor shall be responsible for payment of taxes, assessments,
fees, and fines that may be due or owing to any local, state or federal government agency
relating to or arising out of Vendor's role as employer of the assigned temporary workers.
24. City shall provide Vendor's Temporary Workers providing services to City with day-to-
day basicbasic oversight and direction on the tasks to complete.
25. City and Vendor Mutually Agree that the Temporary Worker responsibilities will not include:
a. Performing services outside of the scope of this assignment;
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps—Exhibit A Page 1$of 18
b. Signing contracts or statements(including SEC documents);
c. Making any management decisions;
d. Making any final decisions regarding system design, software development or the
acquisition of hardware or software;
e. Signing, endorsing, wiring, transporting or otherwise conveying cash, securities, checks,
or any negotiable instruments or valuables;
f. Performing services remotely (e.g., on premises other than City's or City's customer's
premises);
g. Using computers, or other electronic devices, software or network equipment owned or
licensed by Temporary Worker;
h. Rendering an opinion on behalf of Vendor's or on City's behalf regarding financial
statements;
i. Signing the name of Vendor on any document; or
J. Signing their own names on financial statements or tax returns.
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International, Inc. through its division,Accountemps—Exhibit A Page 16 of 18
EXHIBIT B
PRICE SCHEDULE
Vendor will provide one (1)temporary worker assigned to FMS Grant Accounting that will be
funded by the CARES Act Title V funding at $79.08/hour for up to 1,120 hours.
Projected Start and End Dates forAssignment: 5/21/20-12/30/20
Anticipated total number of hours: up to 40 hours per week
Hourly Billing Rate to Vendor: $79.08 per hour
Total Anticipated Cost for Assignment: $93,541 for the position which includes the negotiated rate for
TemporM Worker
Vendor Services Agreement
Between City of Fort Worth and
Robert Half International,Inc.through its division,Accountemps—Exhibit B Page 17 of 18
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Robert Half International, Inc.through its division,Accountemps
2613 Camino Ramon
San Ramon, CA 94583
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Greg Freeman
idiooqi-V4me President, Strategic Accounts
G4q f
FnnSRnRa f IOAAr{
Signature
Vendor Services Agreement
Between City of Fort Worth and
Seroiees)—Exhibit C Page 18 of 18
FoRTWORTH0,1 _Ego
MEMORANDUM
Date: June 4,2020
From: Jesus Chapa,Assistant City Manager
To: Cynthia Garcia,Assistant Finance Director
Subject: Approval of Temporary Accounting Assistance for CARES Funds
Please take any actions necessary to implement an agreement with Robert Half/Accountemps
with respect to fulfilling the following request:
Service: 1 temporary senior accountant through 12/30/2020
Purpose: Perform grant accounting for CARES Title V funds and other grants received pursuant
to the CARES Act.
Justification: COVID/CARES has significantly increased the workload in the Grant Accounting
area,with CARES likely to account for more grant funds this fiscal year than all other CFW
federal grants combined. In addition, it is likely to require significant audit support to document
compliance with CARES requirements. The Grant Accounting section was already short-staffed
due to budgetary restrictions, and the additional temporary assistance is required to ensure that
FMS can comply with all the corresponding regulatory burden while also confirming that all
allowable costs are moved from the general fund to the CARES project.
(Li-
Reginald Zeno(Jun 4,202010:38 CDT)
Approved
Reginald Zeno
Chief Financial Services Officer, Financial Management Services
Tustin Cox
Justin Cox(Jun 4,2020 16:21 CDT)
Justin Cox
Grants Manager, Fire
Jo Pate(Ju 4, 2016:49 CDT)
Jo Ann Pate
Assistant City Attorney II, Law
DEPARTMENT OF FINANCE
THE MY OF FORT WORTH"200 TEXAS STREET''FORT WORTH,TEXAS 76102
(817)392-8500+FAX(817)392-8502
R '
J s J.Chapa(Jun 2016:53 CDT)
Approved
Jesus Chapa
Assistant City Manager, City Manager's Office
G'�`ItLll6l G"GJGI
Cy this Garcia(Jun 5,202011:16 CDT)
Cynthia Garcia
Assistant Finance Director,Financial Management Services
1
DEPARTMENT OF FINANCE
THE CITY OF FORT WORTH*200 TEXAS STREET*FORT WORTH,TEXAS 76102
(817)392-8500*FAX(817)392-8502