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HomeMy WebLinkAboutContract 44028 (2)ef:tir it aECRETARY! ml \! t It rl' lJ VoO rz� PROFESSIONAL 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 Susan Alanis, its duly authorized Assistant City Manager, and ABACUS SERVICE CORPORATION ("Agency"), a MICHIGAN Corporation and acting by and through Sirisha Akunuri, its duly authorized President , 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 — Payment Schedule 4. Exhibit C — Network Access Agreement 5. Exhibit D — Signature Verification Form 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. Agency hereby agrees to provide the City with temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. Staffing services will be provided by Agency personnel to meet specific business needs for either short term or long term assignments for a wide range of positions from general clerical to professional positions. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence December 1, 2012 ("Effective Date") and shall expire on November 30, 2013, unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to two successive one-year terms. Prior to exercising any such option to renew, the City shall verify that no one Agency personnel has, or will upon such renewal, have provided services under this Agreement for a collective term of more than 24 months. The City shall have the right, in its sole discretion, to remove any Agency employee who has or will have provided services under this Agreement for longer than 24 months. This Agreement is non-exclusive. The City of Fort Worth retains the rights to utilize other vendors for the same or similar services during the term of this Agreement, or during any renewal term. 3. COMPENSATION. The City shall pay Agency in accordance with the hourly rate of Agency personnel who perform services under this Agreement in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein; however, total payment made under this Agreement by the City for all services shall not exceed $1,000,000.00. Agency shall not perform any additional services for the City not specified by this Agreement unless the City requests and Professional Services Agreement Abacus Service Corporation 1 Rev sed June 2012 OFFICIAL RECORD'. CITY SECRETARY Ft ,Vokuflfl rr 01-08-1 3 A,08 : 21 IN approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Agency not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Convenience. The City or Agency 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 Agency of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Agency for services actually rendered up to the effective date of termination and Agency 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, Agency shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Agency has received access to City information or data as a requirement to perform services hereunder, Agency shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION., 5.1 Disclosure of Conflicts. Agency hereby warrants to the City that Agency has made full disclosure in writing of any existing or potential conflicts of interest related to Agency's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Agency hereby agrees immediately to make full disclosure to the City in writing. 5 2 Confidential Information. Agency, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Agency 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. Agency shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Agency shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect Professional Services Agreement Revised June 2012 Abacus Service Corporation such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Agency 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 Agency involving transactions relating to this Contract at no additional cost to the City Agency agrees that the City shall have access during normal working hours to all necessary Agency 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 Agency reasonable advance notice of intended audits. Agency 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 Agency 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, Agency shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Agency acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Agency, its officers, agents employees, servants, contractors and subcontractors. Agency further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Agency. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Agency or any officers, agents, servants, employees or subcontractors of Agency. Neither Agency nor any officers, agents, servants, employees or subcontractors of Agency shall be entitled to any employment benefits from the City. Agency 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 - AGENCY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF AGENCY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - AGENCY HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AGENCY'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE Professional Services Agreement Revised June 2012 Abacus Service Corporation NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF AGENCY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Agency 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 Agency under which the assignee agrees to be bound by the duties and obligations of Agency under this Agreement. The Agency and Assignee shall be jointly liable for all obligations of the Agency 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 Agency referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Agency under this Agreement as such duties and obligations may apply. The Agency shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Agency 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 Agency, 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 employee (d) Professional Liability (Errors & Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Services Agreement Revised June 2012 Abacus Service Corporation 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 the City to evidence coverage. 10 2 General Reauirements (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 Agency has obtained all required insurance shall be delivered to the City prior to Agency proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS., Agency agrees that in the performance of its obligations hereunder, it will co mply 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. If the City notifies Agency of any violation of such laws, ordinances, rules or regulations, Agency shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Agency, for itself its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Agency'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 Agency, its personal representatives, assigns, subcontractors or successors in interest, Agency agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim Professional Services Agreement Revised June 2012 Abacus Service Corporation 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: To the CITY: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile. (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. To Agency: Abacus Service Corporation Attn: Sirisha Akunun, President 35055 West Twelve Mile Road, Suite 215 Farmington Hills, MI 48331 Facsimile. (248) 479-0811 Neither the City nor Agency 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 Agency, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL 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 Agency 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 Agency'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, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Agency shall exercise their best efforts to meet their respective duties and Professional Services Agreement Revised June 2012 Abacus Service Corporation 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 Agency 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. Agency 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 Agency's option, Agency shall either (a) use commercially reasonable efforts to re perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Agency for the nonconforming services. 26. MILESTONE ACCEPTANCE. - Intentionally Deleted. 27. NETWORK ACCESS. If Agency and/or any of its employees, officers, agents, servants or sub -contractors (for purposes of this section "Agency Personnel"), requires access to the City's computer network in order to provide the services herein, Agency shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit ` C" and incorporated herein for all purposes Professional Services Agreement Revised June 2012 Abacus Service Corporation 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Agency shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Agency shall complete the Employment Eligibility Verification Form (I-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. Agency 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. Agency shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Agency 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 Agency. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Agency 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 duties and obligations under this Agreement not affected by the dispute Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. 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 Agency whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31. 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 Professional Services Agreement Revised June 2012 Abacus Service Corporation 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 the 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, Agency 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 the 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 the City. Professional Services Agreement Revised June 2012 Abacus Service Corporation IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this I A },Arki , 20 c )). ACCEPTED AND AGREED: CITY OF FORT WORTH: (-‘„ abAltA Susan Alanis Assistant City Manager Date: i � 1i3 • ATTEST: APPROVED AS TO FORM ND LE 7 fkik Maleshia B. Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: /1 t/ 5 Date Approved: / - Professional Services Agreement Abacus Service Corporation ABACUS SERVICE CORPORATION: By: Sirha Akunuri President Date: TVpc» � � aow 00e® e?}?�? ATTEST: �\'�n 2 al ri o� _ Xvi X�... `' stMitaniat 10 day of - I PEr ►1 `.sed June 2012 (1 fir : pic ',N1i 8l27 U Un 71101 li ll9 EXHIBIT A STATEMENT OF WORK Each Temporary Staffing Personnel employed through the Agency will be supporting the City in a specific role with measurable goals and objectives to meet the City s needs. These goals and objectives will comprise the Scope of Work for each assignment so the Agency and City employees will be aware of expectations and outcomes for each assignment. 1.0 The Agency must adhere to the following terms and conditions: a. Appoint one person who is an employee of the agency to service this agreement and will be the liaison between the City and the agency; b. Provide temporary worker(s) within the requested time frame, with individuals who possess the required qualifications to perform the job to the fullest capacity. In the event the City is not provided a temporary worker within the specified timeframe, the City reserves the right to contact another agency for services; c. Conduct background screening, at the Agency's cost, for each Agency personnel prior to such personnel performing any services for the City under this Agreement. Such screening shall include the same type of screening that the City would generally conduct for a City employee performing the same function Such screening may include, but may not be limited to, driver's license check, personal identification check, social security number check, criminal history, educational history employment history, required professional certification, or credit history. The City reserves the right to determine what type of screening is necessary according to job type and circumstances Upon City's request, Agency shall provide City with a copy of the results of any background screen for Agency personnel assigned to perform services under this Agreement. If the screening returns results that are unacceptable to the City, the City reserves the right to decline to have the respective Agency personnel perform services under this Agreement. The City shall have the right to request another Agency personnel be assigned to provide such services under this Agreement, at no additional cost to the City. d. Provide qualified workers who possess necessary skills, knowledge and ability to perform the jobs as detailed in the job description. However, the City reserves the right to reject a worker if he/she is found to be unacceptable before or after starting on the job to which he/she has been assigned. If the City determines that the Agency personnel does not meet the qualifications needed, has not followed applicable safety standards or for any other reason is unable to complete the assignment to the satisfaction of the City, Agency shall resolve the complaint or remove its personnel immediately and provide other qualified personnel to complete the assignment within ten (10) business days, or another time frame if agreed to by the parties, at no additional cost to the City. If Agency is unable to provide other qualified personnel within the specified time period, City shall have the right to immediately terminate this Agreement 2.0 There shall be no obligations or restrictions on the part of the City to hire any temporary worker it is supplied under the terms of the agreement on a full time basis following the term of the temporary employment. 3.0 Should the City wish to hire an individual who has been filling the temporary position, neither the individual nor the City will be required to pay a placement fee. 4.0 The Agency will be required to maintain a bond on the employees it provides to the City to protect the City from any loss caused by temporary worker supplied by the Agency. Professional Services Agreement Revised June 2012 Abacus Service Corporation 11 5.0 The Agency is required to pay the hourly wage rate established by the Department of Labor. The City reserves the right to approve night differential pay. 6.0 Assigned candidates must have a dependable vehicle or another reliable source of transportation. 7.0 The Agency will be required to provide the City with weekly timesheets and billing information by job classification. 8.0 Starting times will vary Regular hours will be Monday through Friday, 8:00 a.m. to 5:00 p.m. Temporary workers will not be allowed to work overtime; however, worker must be flexible to working some Saturdays. Workers will be paid only for hours actually worked and tardiness or absenteeism will not be tolerated. Professional Services Agreement Revised June 2012 Abacus Service Corporation 12 EXHIBIT B PAYMENT SCHEDULE Compensation shall be based on the pncmg schedule of services listed which is attached to this agreement and incorporated herein. The hourly rates must be inclusive of all costs to provide these services including the temporary employee(s) hourly wage(s). Rates shall remain in effect for the duration of the agreement term. Agency shall bill the City monthly for the total hours worked by Agency's employees. Invoices are due and payable within thirty (30) days of receipt of the invoice. All overdue invoices are subject to an interest charge of one percent (1%) per annum, or the maximum rate allowed by law, whichever is lower. The City is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. Total payments under this Agreement shall not exceed $1,000,000.00. Job Title Management Analyst II Administrative Coordinator Accounting Clerk Professional Services Agreement Abacus Service Corporation Labor Rate Range Min $27.40 $16.82 $12.50 13 Labor Rate Range Max $33.65 $20.19 $15.38 Add on Rate Percentage 40% 40% 40% Revised June 2012 EXHIBIT C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Agency wishes to access the City's network in order to provide temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. In order to provide the necessary support, Agency needs access to Internet, Intranet and email systems. 2. Grant of Limited Access. Agency is hereby granted a limited right of access to the City's N etwork for the sole purpose of providing temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. 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 Agency with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Agency. 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. This Agreement will be associated with the Services designated below. Services are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. X ■ 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 Agency has provided the City with a current list of its officers agents, servants, employees or representatives requiring Network credentials. N otwithstanding the scheduled contract expiration or the status of completion of services, Agency shall provide the City with a current list of officers, agents, servants, employees or representatives that require N etwork 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. Agency officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Agency acknowledges, agrees and hereby gives its authorization to the City to monitor Agency's use of the City's Network in order to ensure Agency's compliance with this Agreement A breach by Agency, its officers, agents, servants, employees or representatives of this Agreement and any other written instructions or guidelines that the City provides to Agency pursuant to this Agreement shall be grounds for the City immediately to deny Agency access to the Network and Agency's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. Professional Services Agreement Revised June 2012 Abacus Service Corporation 14 5.1 Notice to Agency Personnel ® For purposes of this section, Agency Personnel shall include all officers, agents, servants, employees, or representatives of Agency. Agency shall be responsible for specifically notifying all Agency Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Agency shall be responsible for any City -owned equipment assigned to Agency Personnel, and will immediately report the loss or theft of such equipment to the City (b) Agency, and/or Agency Personnel, shall be prohibited from connecting personally -owned computer equipment to the City's Network (c) Agency Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Agency Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Agency Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Agency Personnel shall not copy or duplicate electronic information for use on any non - City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Agency Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Agency agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Agency, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Agency 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. Agency 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 Agency -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY9F-FQ,RT WORTH: By: Susan Alanis Assistant City Mana er Date: ( i ATTEST: By: C ' J/l APPROVED AS TO FORM A By: Assistant City Attorney M & C: none required ecretary Professional Services Agreement Abacus Service Corporation ABACUS SERVICE_,CORPORATION By: Na e: Sirisha Akunuri ..Ontri L Title: President 61 Lin N gn oy olisa d ki”te: © a 0 LEGA' 0 Ng n4c.,41 O000 'O00 15 Revised June 2012 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Abacus Service Corporation 35055 West Twelve Mile Road, Suite 215 Farmington Hill, MI 48331 Agency hereby agrees to provide the City with temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. Staffing services will be provided by Agency personnel to meet specific business needs for either short term or long term assignments for a wide range of positions from general clerical to professional positions. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name. Position: S ignature 2. Name: Position: S ignature 3. Name. Position: S ignature N ame. S ignature of President / CEO Other Title Date: C'C' Professional Services Agreement Revised June 2012 Abacus Service Corporation 16 _J\/, - !.1 _ :If, [In iti-bA Official site of the City of Fort Worth, Texas FORT WowrI COUNCIL ACTION: Approved on 12/4/2012 ©qTlh: 12/4/2012 REFERENCE NO.: CODF: S U BJ FCT: P TYPE: **P-11453 LOG NAME: PUBLIC HEARING: Authorize Professional Services Agreements with Abacus Service Corporation, Smith Temporaries d/b/a CornerStone Staffing, Lone Star NOC, Inc. d/b/a LoneStar Corporate Services, Makro Technologies, Inc., P.I.E. Management, LLC, and Staffmark Investment, LLC, for Temporary Professional Staffing Services for a Total Combined Amount Not to Exceed $1,000,000.00 (ALL COUNCIL DISTRICTS) 13P12-0296 ERP II STAFF AUGMENTATION CONSENT NO RECOMMENDATION: It is recommended that the City Council authorize the execution of professional services Agreements with Abacus Service Corporation, Smith Temporaries d/b/a CornerStone Staffing, Lone Star NOC, Inc. d/b/a LoneStar Corporate Services, Makro Technologies, Inc., P.I.E. Management, LLC, and Staffmark Investment, LLC, for temporary professional staffing services for a total combined amount not to exceed $1,000,000.00. DISCUSSION: These Agreements will be used to provide temporary professional Staff to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the Enterprise Resource Planning II (ERP II) project. The recommended agencies were chosen based on evaluation factors listed in the Request for Proposals (RFP) including their experience with professional staffing, governmental experience, references, financial condition and cost. The proposals were reviewed by an evaluation committee which consisted of Staff from the City Manager's Office, the Financial Management Services, and the Public Events departments. Most SMEs will begin participating in ERP II in February 2013. Depending on an individual's expertise and background, a typical SME could be engaged from 500 hours to 1,000 hours, annually. Heavy SME participation is critical to ensure a successful implementation. Because of SME participation on the ERP II project, it will be difficult for City departments to maintain current service levels during the implementation process without these employees. In order to reduce this potential operational impact and ensure adequate participation, departments will be able to backfill SMEs during the project using these requested Agreements. The ERP Phase II project will pay for backfill costs while the department will continue to fund the full-time employee, thereby creating no new net impact on departmental budgets. As staffing needs arise, Staff will notify the agencies of the needs and requirements. Each agency will then compete to provide the highest quality employee at the best value. This competition not only ensures the best value for the City, but it will likely expedite the process of staffing the position. The competitive approach is a best practice when seeking temporary staffing. BID ADVERTISEMENT - This Request for Proposal (RFP) was advertised every Wednesday in the Fort Worth Star -Telegram from August 29, 2012 through September 26, 2012 Sixty-eight vendors were solicited including sixteen vendors from the purchasing vendor database, 12 proposals were received. http://apps.cfwnet.org/council packet/mc_review.asp?ID=17631 &councildate=12/4/2012 12/27/2012 M/WBE - A waiver of the goal for MBE\SBE subcontracting requirements was requested by the Purchasing Division 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 Council's approval, these Agreements will begin December 5, 2012, and end November 30, 2013. RENEWAL OPTIONS - These Agreements may be renewed for up to three successive one-year terms at the City s option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates that the costs for renewal years will be the same as the first year. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Specially Funded Capital Projects Fund. BQN\12-0296\MJ TO Fund/Account/Centers FROM Fund/Account/Centers C291 539900 1310301361XX $1.000.000.00 Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Lena Ellis (8517) Marilyn Jackson (2059) Jack Dale (8357) http://apps.cfwnet org/council_packet/mc_review.asp9ID=17631&councildate=12/4/2012 12/27/2012