HomeMy WebLinkAboutContract 54721 CITY SECRETARYLJ-') 2
CONTRACT NO.
FORT WORTHCR)
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MASTER SERVICES AGREEMENT
This MASTER 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 Abacus Corporation ("Vendor"),
acting by and through, Richard P. McGee, its duly authorized representative, each individually referred to
as a"party"and collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Master Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C—Sample Addendum/Statement of Work; and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A-D,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. Scone of Services. Vendor enters into this non-exclusive agreement to provide City with temporary
staffing services, including professionals, clerical workers and manual labor("Temporary Workers"),
on an as needed basis ("Services"). Exhibit "A," - Scope of Services more specifically describes the
Services to be provided hereunder.
2. Term.This Agreement shall begin on the date signed by the Assistant City Manager below("Effective
Date") and shall expire on September 1, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement for one(1) additional two year renewal term.
3. Compensation.
3.1. General Provisions. City shall pay Vendor an amount not to exceed$2,800,000.00 in accordance
with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached
hereto and incorporated herein for all purposes. The Parties acknowledge that this is a non-
exclusive agreement to provide City with Temporary Workers and there is no guarantee of any
specific amount of work. Further, Vendor recognizes that the not to exceed amount mentioned
above is the total amount of funds available, collectively, for any vendor that enters into an
agreement with the City under RFP 20-0123 and that once the collective not to exceed amount of
Master Services Agreement
City of Fort Worth/Abacus Corporation
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$2,800,000 has been exhausted, fiords have therefore been exhausted under this Agreement as
well.
3.2. Addendum-Statement of Work. When Services are needed, the City will provide Vendor an
applicable Statement of Work, a sample of which can be found as Exhibit"C"to this Agreement.
Each Statement of Work will list the Services requested by City and the projected timeframe the
Services will be necessary, as well as the projected amounts for the services related to each
requested position based on Exhibit "B" of this Agreement. Each Statement of Work must be
signed by both parties. No additional services will be provided by the Vendor unless the City
requests and approves in writing the additional costs for such services.
3.3. Invoice. Vendor agrees to submit monthly invoices by the 10th day of the month for Services
provided in the previous month. Each invoice shall also reference the applicable Statement of
Work by addendum number. Vendor shall submit invoices to the individual identified as the
requesting City department's point of contact in the applicable Statement of Work and also submit
a copy to the Talent Acquisition Manager in the Human Resources Department,200 Texas Street,
Fort Worth, Texas 76102. City agrees to pay all invoices of Vendor within thirty (30) days of
receipt of such invoice and in accordance with the Texas Prompt Payment Act.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at anytime 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.
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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
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.
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. 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.
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 noticing 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 it 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
Master Set-vices Agreement
City of Fort Worth/Abacus Corporation
Vendor acknowledges it is the employer of record for any individual it places with City for a temporary
staffing position.
8. Employment Benefits. No individual placed with City under this agreement, including any of
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. LL4BILITY- 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 COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND 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 VENDOR'S BUSINESS AND ANYRESULTING LOST PROFITS)AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANYAND 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 CITY IS HELD LL4BLE AS A JOINT-EMPLOYER OR DETERMINED TO BE A
JOINT-EMPLOYER BY A COURT OF LAW, ADMINISTRATIVE BODY OR SIMILAR
AUTHORITY, VENDOR COVENANTS AND AGREES TO INDEMNIFY CITY FOR ANY
JUDGMENTS,AWARDS,EXPENSES AND COSTS(INCL UDING BUT NOT LIMITED TO
ATTORNEYS FEES) ORDERED AGAINST THE CITY.
9.3. WAIVER OF CLAIMSAS 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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
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 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 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 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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
1 1. 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):
$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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
(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- 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 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.
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, SUBVENDORS 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:
Master Services Agreement
City of Fort Worth/Abacus Corporation
To CITY: To VENDOR:
City of Fort Worth Abacus Corporation
Attn: Assistant City Manager for IT Richard P.McGee,Jr., President/CEO
200 Texas Street 610 Gusryan St.
Fort Worth,TX 76 1 02-63 1 4 Baltimore,MD 21224
Facsimile: (817)392-8654 Facsimile: 410-633-1976
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.
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.
19, 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.
20. 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,pandemics,epidemics,material or labor restrictions
by any governmental authority,transportation problems and/or any other similar causes.
21. 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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
22. 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-D.
23. 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.
24. Entirety of Agreement. This Agreement, including Exhibits A-D, 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.
25. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart
shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and
the same instrument.
26. Warranty of Services. Vendor warrants that its services will be of a high 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 Vendor's option,
Vendor 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 City to Vendor for the nonconforming
services.
27. 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 (I-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
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.
28. 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,tradernark,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
Master Services Agreement
City of Fort Worth/Abacus Corporation
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.
29. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal
authority to execute this Agreement on behalf of his or her 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(s) hereto may be executed accordingly. Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto. Any signature delivered by a party by facsimile or other electronic transmission
(including email transmission of a portable document file(pdf)or similar image shall be deemed to be
an original signature hereto.
30. 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.
31. 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.)
Master Services Agreement
City of Fort Worth/Abacus Corporation
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
this contract,including ensuring all performance and
By: �Name: ay Chapa reporting requirements.
Title: Deputy City Manager
Date: 20 By:
Name: Neena Kovuru
APPROVAL RECOMMENDED: Title: Assistant Director of Human Resources
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Br an Dickerso
Title: Human Resources Director By.
Name: e ika Williams
ATTEST: Title: sistant City Attorney
CONTRACT AUTHORIZATION:
/ M&C: 20-0481
By:
Name:jary KayserTitle: Secretary
O.
VENDOR:
Abacus Corporation XAS
By:
Name , Richard P.Mc 'ee,Ir.
Title: President/CEO
Date: / ( , 20'
OFFICIAL
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FT. WCjRTH,TX
Master Services Agreement
City of Fort Worth/Abacus Corporation
EXHIBIT A
SCOPE OF SERVICES
I. Vendor must be able to provide one of,or a combination of the general categories of temporary staffing positions
which include,professional,clerical or manual labor temporary staffing services for City upon request.
2. If a Vendor's Hourly Pay Rate to its workers goes down during any term of an Agreement with City,the lower
rate is required to be reported to the City and an adjustment in the Vendor's Hourly Bill Rate downwards will be
reflected.
3. If Vendor's Hourly Pay Rate to its workers goes up during any term of an Agreement with City,the Hourly Pay
Rate represented in a Vendor's proposal will remain. To be clear, the City will not pay an increased Vendor
Hourly Bill Rate beyond what is represented in a Vendor's proposal.
4. Vendor must provide one of its employees to be specifically assigned as Project Manager to the City's account to
support delivery of temporary staffing services in accordance with all applicable requirements. Vendor shall be
required to provide City with a phone number,email,fax and emergency phone number of Project Manager.
5. Vendor will 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.
6. Vendor must be able to provide all requested temporary workers in all of Vendor's awarded categories within
forty eight(48)hours of receipt of a City request for services.
7. Vendor will be required to maintain insurance and/or bonds in accordance with the solicitation to protect the City
from any loss caused by a temporary worker assigned by Vendor.
8. Vendor must have a written dress code or policy for assigned temporary workers that requires them to be clean
and appropriately dressed for their specific assignment.
9. The City reserves the right to decline the services of any temporary worker provided by a Vendor,for any reason
with or without notice.
10. 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.
11. 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.
12. Should the City wish to hire one of Vendor's temporary workers who has been filling a temporary position,neither
the worker nor the City will be required to pay a placement or similar fee to Vendor.
13. Each selected Vendor must 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
CF W_TempScreening@fortworthtexas.gov:
13.1 Full name of the temporary staff;
13.2 Assigned to which City department;
13.3 Assigned City department manager;
13.4 Start date of assignment;
13.5 Confirmation on background check cleared;Yes/No
Master Services Agreement
City of Fort Worth/Abacus Corporation
13.6 Assigned temporary staff pay rate;
13.7 Vendor's bill rate;
13.8 Upon completion of service vendor should notify last day of assignment.
14. Vendor's employees will present their timesheet 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.
15. 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 day.
16. Vendor will be required to pay each temporary worker assigned to the City at least the hourly minimum wage
rate established by federal law.
17. All scheduling will be done through Vendors. 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.
18. The City will not provide transportation to or from the assigned work site.The City will not reimburse mileage
or parking for temporary workers.
19. Vendor will be responsible and liable for the safety, injury and health of its personnel while they are performing
the temporary services on City property.
20. Vendor must call the specific City Department requesting the temporary worker to confirm the name of the
assigned temporary worker and verify that his or her skills meet the City needs.
21. Temporary workers may be assigned to any location at which the City requires services,and such locations may
be outside of Tarrant County.
22, The Vendor must describe, in writing,what immediate action it will take to replace temporary workers whose
services are declined.
23. If non-English speaking temporary workers are assigned to the City,Vendor will ensure interpretation services
are also provided,which may be furnished by one of the other assigned temporary workers.
24. Vendor must conduct background checks on all temporary workers assigned to the City which will include
minimum factors consisting of the following:
24.1 7 yr-County Criminal Record Search for Felonies&Misdemeanors from all counties;
24.2 SSN trace to National Criminal/Sex&Violent Offender Search—National
24.3 Motor Vehicle Record and Driver's License Status(if applicable to the job)
24.4 Social Security Number Trace
24.5 Education Verification
24.6 Statewide Criminal check from all counties SSN was traced to
25. 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.
26. Vendor will provide its assigned temporary workers with instructions that they are not to have any
type of firearm, drug or alcohol on City premises.In the event that a temporary worker is found with
Master Services Agreement
City of Fort Worth/Abacus Corporation
a firearm, drug or alcohol on City premises, it is the responsibility of the Vendor to remove the
individual and to ensure that the individual will not be re-assigned to work for the City.
27. 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 will 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.
Master Services Agreement
City of Fort Worth/Abacus Corporation
EXHIBIT B
PRICE SCHEDULE
4 If Vendor's Hourly Pay Rate to its workers goes down,the lower rate is required to be reported to
the City and an adjustment in the Vendor's Hourly Bill Rate downwards will be reflected.
® If Vendor's Hourly Pay Rate to its workers goes up,the Hourly Pay Rate represented in a
Vendor's proposal will remain. To be clear,the City will not pay an increased Vendor Hourly
Bill Rate beyond what is represented in a Vendor's proposal.
Vendor's Vendor's Vendor's
SI. Job Description Hourly Pay Billing Contract Rate Hourly Bill
No. Rate (a) Percentage Rate
b (c=a b} a+c
1 Administrative Assistant 15.00 34% 5.10 20.10
2 Administrative Technician 18.00 34% 6.12 24.12
3 Animal Shelter Technician 12.00 34% 4.08 16.08
4 Bu er 20.00 34% 6.80 26.80
5 Communications Specialist 22.00 34% 7.48 29.48
6 Community Center Aide 12.00 34% 4.08 16.08
7 Contract Compliance Specialist 24.00 34% 8.16 32.16
8 Contract-Compliance Technician 28.00 34% 9.52 37.52
9 Courier 15.00 34% 5.10 20.10
10 Custodian 12.50 34% 4.25 16.75
11 Cust. Service Rep 1 13.00 34% 4.42 17.42
12 Cust. Service Rep II 15.00 34% 5.10 20.10
13 Environmental Specialist 24.00 34% 8.16 32.16
14 Field Service Rep 20.00 34% 6.80 26.80
15 Library Assistant 14.00 34% 4.76 18.76
16 Management Analyst 1 22.00 34% 7.48 29.48
17 Management Anal st II 28.00 34% 9.52 37.52
18 Natural Scientist 26.00 34% 8.84 34.84
19 Office Assistant 13.00 34% 4.42 17.42
20 Park Planner 15.00 34% 5.10 20.10
21 Program Coordinator 21.50 34% 7.31 28.81
22 Public Education Specialist 21.60 34% 7.31 28.81
23 Public Events Attendant 17.50 34% 5.95 23.45
24 Sr. Cust. Service Rep 18.00 34% 6.12 24.12
25 Clerical Support 15.00 34% 5.10 20.10
26 Contact Tracer COVID 18.00 34% 6.12 24.12
27 Warehouse 18.00 34% 6.12 24.12
28 General Labor 15.00 34% 5.10 20.10
29 Information Technology TBD 34% TBD TBD
30 34%
31 34%
32 34%
33
34
35
36
Master Services Agreement
City of Fort Worth/Abacus Corporation
EXHIBIT C
SAMPLE ADDENDUM/STATEMENT OF WORK
Addendum No. _
Statement of Work
This Addendum No. _- Statement of Work(SOW) is made as of this_day of[Month], 20 ,
under the terms and conditions established in the MASTER PROFESSIONAL SERVICES
AGREEMENT between the City of Fort Worth ("City") and ("Vendor"), the
same being Fort Worth City Secretary Contract (CSC) No. (the "Master
Agreement" or"MSA").
This Statement of Work is made for the following purposes, consistent with the services defined
in the Master Agreement: Providing temporary staffing services to the City of Fort Worth for the
positions listed below. In particular, Vendor shall perform those functions identified below in the
Scope of Services, as such services are more fully detailed in the MSA.
Section A. Scope of Services
Key Tasks:
Deliverables and/or other results of services: Successful staffing of the following positions:
Section B. Schedule: To begin immediately and conclude on
Section C. Compensation, Reimbursable Expenses, and Billing Terms: Processing and
payment of fees, including the structure of payments and invoicing thereof, shall be in accordance
with the Master Professional Services Agreement.
The total fee that shall be paid by City to Vendor for these services shall be in accordance with the
Master Service Agreement and, specifically,Exhibit`B"-Price Schedule. In submitting invoices,
Vendor shall reference the appropriate Statement of Work. Further, the Vendor shall separately
list the total amount for fees in which invoices were previously submitted during the then-current
annual contract period (either initial term or renewal period) and the total amount of fees for the
entire period, including those amounts being requested under the then-current invoice.
Vendor shall submit invoices for Fees to , within the [CITY
DEPARTMENTI and also submit a copy to the Talent Acquisition Manager in the Human
Resources Department, 200 Texas Street, Fort Worth, Texas 76102.
[Signature page to follow.]
Master Services Agreement
City of Fort Worth/Abacus Corporation
Executed in multiple originals on this the day of 20
CITY OF FORT WORTH, TEXAS: ABACUS CORPORATION
By: By: �
Name: Na• e: . j,
Title: Assistant City Manager Title: "V1C
Date: Date:
ATTEST:
By:
Name: Mary Kayser
Title: City Secretary
APPROVED AS TO FORM
AND LEGALITY:
By:
Name:
Title: Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible °
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
�.4�
Neena Kovuru
Assistant Human Resources Director
Master Services Agreement
City of Fort Worth/Abacus Corporation
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
ABACUS CORPORATION
610 GUSRYAN ST.
BALTIMORE,MD 21224
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: Michael P. Brady
Position: Chief Operating Officer
Signature
2. Name: David M. Haunser
Position: CFO&General Counsel
Signature
3. Name: Devin H. McGee
Position: Executive Vice President
Signature
Name:
gnature of Pre den /CE*�,
Other Title:
Date:
Master Services Agreement
City of Fort Worth/Abacus Corporation
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
FORT WORTI_I
REFERENCE **M&C 20- 13P 20-0123 TEMPORARY
DATE: 8/4/2020 NO.: 0481 LOG NAME: STAFFING SERVICES HRD
JPB
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Non-Exclusive Agreements with Abacus Corporation, Adastaff
Inc., BridgeWork Partners, LLC, P.I.E. Management, LLC and Smith Temporaries, Inc.
d/b/a CornerStone Staffing, for Temporary Staffing Services in the Combined Annual
Amount Up to $2,800,000.00, for a Three-year Initial Term with Option to Renew for One
Additional Two Year Term at the City's Sole Discretion for All City Departments (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of non-exclusive agreements with
Abacus Corporation, Adastaff Inc., BridgeWork Partners, LLC, P.I.E. Management, LLC and Smith
Temporaries, Inc. d/b/a CornerStone Staffing, for temporary staffing services in the combined annual
amount up to$2,800,000.00, for a three-year initial term with option to renew for one additional two
year term at the City's sole discretion for all city departments.
DISCUSSION:
The Human Resources Department (HRD) approached the Purchasing Division to secure non-
exclusive agreements for temporary staffing services for all City departments. City Departments use
this agreement to acquire staff on a temporary basis to work in conjunction with city staff. Temporary
staff will fill positions primarily vacated by City employees until vacancies are filled or staffing is
needed for any specific project requirements. General categories of temporary staffing
positions include, professional, clerical or manual labor such as admins, accountants, analysts,
assistants, buyers, laboratory personnel, technicians and other specialists. The length of assignments
vary from a few weeks to several months. The current agreement expires on November 30, 2020.
Staff determined it would be in the City's best interest to ensure it was getting the best overall
services by going out to the market and giving all providers the opportunity to compete for the City's
business by issuing a Request for Proposals (RFP). The RFP consisted of detailed job descriptions,
detailing experience and education the selected candidates must possess and the obligations of the
service providers. The RFP was advertised in the Fort Worth Star-Telegram every Wednesday from
April 15, 2020 through May 27, 2020. Twenty-four vendors were solicited from the purchasing
database; fifty-two responses were received.
An evaluation team consisting of staff from the HRD and the Water Department evaluated proposals
received. The evaluation team scored the proposals based on pre-defined factors. It is recommended
that multiple agreements be awarded to ensure staff is provided in a timely manner. The evaluation
team determined Abacus Corporation, Adastaff Inc., BridgeWork Partners, LLC, P.I.E. Management,
LLC and Smith Temporaries, Inc. d/b/a CornerStone Staffing, provides the best overall solution for
the temporary staffing services and recommended the City Council authorize the execution of non-
exclusive agreements in the combined annual amount up to $2,800,000.00, for an initial three year
period term with option to renew for one additional two year term at the City's sole discretion.
No guarantee was made that a specific amount of services would be purchased. The departments
acquire the service on an as-needed basis and availability of their budget. The department will
request services according to cost and availability under these non-exclusive agreements.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28050&councildate=8/4/2020 8/19/2020
M&C Review Page 2 of 2
approval as long as sufficient funds have been appropriated.
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department
and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of
goods or services from source(s)where subcontracting or supplier opportunities are negligible.
Upon City Council approval, the Agreement shall begin upon execution of the Agreement and shall
continue for a term up to three years. The contract may be renewed for up to one successive two-
year term at the City's option. This action does not require specific City Council approval, provided
that the City has appropriated sufficient funds to satisfy the City's obligations during the renewal
term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies funds are available in the current operating and capital budgets, as
previously appropriated, in the participating departments' operating and capital project funds to
support approval of the above recommendation and award of the contracts. Prior to any expenditure
being incurred, the participating departments have the responsibility to validate the availability of
funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact: Cynthia Garcia (8525)
John Padinjaravila Baby (2279)
ATTACHMENTS
FID Details for FY19 and 20 with PO Amonut Temp Staff.xlsx
http://apps.cfwnet.org/council_packet/mc review.asp?ID=28050&councildate=8/4/2020 8/19/2020