HomeMy WebLinkAboutContract 56905 DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6 56905
City Secretary Contract No.
FORT
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and
FMLASource,Inc. ("Vendor"), 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 Vendor Services Agreement;
2. Exhibit A— Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form
5. Exhibit D—Performance Guarantees
6. Exhibit E—Hold Harmless Indemnification Document
Exhibits A, B, C, D and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. Scope of Services. FMLA and ADA Services. Exhibit "A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on January 1, 2022 ("Effective Date") and shall
expire on March 31, 2023 ("Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). Services will begin on April 1, 2022 ("Go-Live Date") after the
implementation period between January 1, 2022 and March 31, 2022. City shall have the option, in its
sole discretion,to renew this Agreement under the same terms and conditions, for up to four(4) one-year
renewal options.
3. Compensation. City shall pay Vendor an amount not to exceed two hundred sixteen
thousand two hundred forty and 00/100 Dollars ($216,240.00) in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. Vendor shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. City shall not be
liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of
such invoice.
OFFICIAL RECORD
Vendor Services Agreement - FMLASource,Inc. CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
City Secretary Contract No.
4. Termination.
4.1. Written Notice. After the initial term, City or Vendor may terminate this
Agreement at any time and for any reason by providing the other party with 30 days' written
notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and
employees, agrees that it shall treat all information provided to it by City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of City.
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 Seller. It will be the responsibility of Seller 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.
5.3 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
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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 Agreement,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 be solely responsible for the acts and omissions of its officers, agents,
servants, employees, Vendors and subVendors. 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, Vendors and subVendors. Vendor further agrees that nothing
herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is
further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor
or any officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers,
agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from
City. Vendor 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 subVendor.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES, FROMAND AGAINST ANYAND ALL THIRD-
PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 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
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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.
9. Assienment and Subcontractine.
9.1 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.
9.2 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.
10. 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:
10.1 Coverage and Limits
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(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.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
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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.
11. Compliance with Laws, Ordinances, Rules and Reeulations. 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. If City
notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,
ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
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 CITY: To VENDOR:
City of Fort Worth FMLASource,Inc.
Attn: Jesus Chapa,Deputy City Manager Richard A. Chaifetz
200 Texas Street 455 N. Cityfront Plaza Dr.
Fort Worth,TX 76102-6314 Chicago,IL 60611
Facsimile: (817) 392-8654 Title: CEO
Phone: 312-595-4000
With copy to Fort Worth City Attorney's Office at Email: legal@compsych.com
same address
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14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or
employ, whether as employee or independent contractor, any person who is or has been employed by the
other during the term of this Agreement, without the prior written consent of the person's employer.
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. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. 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.
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 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 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 A,B,and C.
22. Amendments/Modifications/Extensions. No amendment,modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor,their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
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24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. In the event that Vendor fails to perform any material
service required to be performed by Vendor hereunder, and such failure shall not be cured by Vendor
within thirty (30) days following the delivery of written notice by City to Vendor setting forth, in detail,
the circumstances of such failure of performance, City shall have the right to terminate this Agreement
upon the expiration of such thirty(30)day period.
26. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form(I-9). 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,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have
the right to immediately terminate this Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all City-
specific reports,provided under this Agreement(collectively, "Work Product"). Further,City shall be the
sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in
and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date
of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever
occurs first). Each copyrightable aspect of the Work Product shall be considered a "work-made-for-hire"
within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or
any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of
1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in and to
the Work Product, and all copies thereof, and in and to the copyright, patent,trademark,trade secret, and
all other proprietary rights therein, that City may have or obtain, without further consideration, free from
any claim,lien for balance due, or rights of retention thereto on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she
has the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such change, copy of
the board of director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to provide the specified documentation so may adversely impact future invoice payments.
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30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that
it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel"and"company" shall have the meanings ascribed to those terms in Section 808.001 of the
Texas Government Code. By signing this contract,Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of the contract.
31. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2),the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more, which will be paid wholly or partly from public funds of the City, with a company
(with 10 or more full-time employees) unless the contract contains a written verification from the
company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract. The terms "boycott energy company" and "company" have the meaning
ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th
Leg., R.S., S.B. 13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to
this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides
written verification to the City that Vendor: (1) does not boycott energy companies; and (2)will not
boycott energy companies during the term of this Agreement.
32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1),the City is prohibited from entering into a contract for
goods or services that has a value of$100,000 or more which will be paid wholly or partly from public
funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, §
1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and(2)will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement.
33. Covered Employees. During the term of this Agreement,City warrants that Vendor shall
be the exclusive provider of the Services under this Agreement to all employees of City, and all such
employees shall be covered under this Agreement.
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34. Employment Decisions. City understands that Vendor does not provide any legal advice.
City further understands that decisions made by Vendor regarding FMLA eligibility and/or ADA leave
requests shall not be deemed by City to be a recommendation, suggestion or determination to take any
employment action against an employee. City also agrees that it,not Vendor,is responsible for engaging
in the "interactive process" as that term is defined in the ADA and that City is responsible for making all
accommodation decisions. City agrees that it shall provide Vendor with at least five (5) business days'
prior written notice in the event City intends to take an adverse employment action against an employee
as a result of or in reliance upon a leave decision made by Vendor.
35. Eligibility Files: City shall use its best efforts to provide Vendor with complete and
accurate employee eligibility files on a monthly basis. City understands and agrees that Vendor shall not
be liable for any claims or losses resulting from or related to City's failure to provide such files or from
City's provision of incomplete or inaccurate eligibility files.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
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ACCEPTED AND AGREED:
City: Vendor:
Docusigned by:
By: Jesus J Chapa ec 30,202110:53 CST) By: F"AA
1� UTA,�
Name: Jesus Chapa Name: Adam o s in
Title: Deputy City Manager Title: Counsel
Date: Dec 30, 2021 Date: 12/17/2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Dianna M. Digitally signed by Dianna M.
Giordano of this contract includingensuringall performance
Giordano Date:2021.12.2008:33:54 �
By: -06'00' and reporting requirements.
Name: Dianna Giordano
Title: Director of Human Resources&Civil Service
Sandy Huerta Daeal0211..1217y120 56 0600'
By:
Approved as to Form and Legality: Name: Sandra Huerta
Title: Employee and Labor Relations Manager
By: City Secretary: Gaq�FORr�>Zaa
Name: J.B. Strong p�° °°�L d
Title: Senior Assistant City Attorney pj.o %°O�fdd
Tgnnette S. Goo�gll v o o=
Jannette S.Goodall(Dec 30,202111:07 CST) o% °o d
By: � *o° ° *�
Contract Authorization: Name: Jannette Goodall
M&C: 13P RFP 21-0160 Title: City Secretary daa�*x0o1
M&C 21-0886
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement - FMLASource,Inc. Page 11 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
EXHIBIT A
SCOPE OF SERVICES
The Vendor must be able to provide the following services for the City of Fort Worth:
Customer Service and Management Support
• Provide a centralized telephone number and online option(including mobile enabled)for City employees to
utilize to report leave
• Customer service,call center and/or help desk;including bilingual services and ADA compliant options
available from 7:30 AM—9:30 PM(CST)
• Provide self-service portal for employees to check claims status,available leave,and obtain and submit
paperwork
• Provides resources for City Legal and Human Resources staff
• Provides management/HRC/MRC/supervisory training on processes
• Work cooperatively with Short Term Disability(STD)/Long Term Disability(LTD)providers as needed
for transition
• Be able to interface with PeopleSoft to obtain data
• Provide regular,customizable reports for leadership and management
• Offer City staff the ability to document communications with employees
FMLA Claim Management and Processing
• Provide a centralized telephone number and online option for City employees to utilize to report leave
• Issuance of initial FMLA claim package to employee
• Determination of FMLA leave eligibility
• Preparation of approval and denial notifications to employees
• Verification of medical certification
• Notification to employer and employee of FMLA end date
• Detailed case management
• Efficient FMLA claim processing(i.e.within Department of Labor mandates)
• Access to FMLA medical specialists and attorneys
• Advice/counsel on FMLA abuses and non-compliance
• Action plan to address instances of FMLA abuse
• Improved communication to management and employees on FMLA issues
• Coordination with other City leave related benefits—Workers Compensation,and applicable leave types
FMLA Claim Tracking,Documentation and Reporting
• Tracking of all employee FMLA requests and absences
• Tracking of FMLA utilization by employees including recertification,intermittent,etc.
• Complete documentation for each FMLA claim,including documentation of communications with
employees
• Ability to track FMLA leave concurrently with Workers' Compensation claims or other leave types,as
applicable
• Track reduction in absenteeism and lost time to control cost of absenteeism
• Technology or automated tracking tools and resources,including mobile-enabled resources
• Take additional steps to identify and curb leave abuse
• Detailed reports on employee FMLA usage
• Data backup,security and disaster recovery plan
Vendor Services Agreement—Exhibit A Page 12 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
FMLA Compliance
• Compliance with federal FMLA laws
• Compliance with Health Insurance Portability and Accountability Act(HIPAA)privacy requirements
• Fair and consistent application of FMLA requirements
• Reduction in absence-related expenses through more efficient,automated administration and closer
communication with the interested parties
• Review of existing City Policies and Procedures
• Best practices in absence management
ADA Accommodation Requests
• Interact with employee to obtain clear information on requested accommodation
• Interact with medical provider(s)as needed to obtain substantiating documentation regarding requested
accommodation.
• Provide recommendations to designated City staff regarding requested accommodation as applicable
• Document City's response to requested accommodation(s)and provide notification as needed to employees
• Provides detailed reports/documentation regarding ADA interactive process(subject to the City providing
Vendor with information regarding the interactive process they have completed)
• Data backup,security and disaster recovery plan
Legal Support
• Provide testimony and information for litigation purposes via witness statements,affidavits,depositions,
and love testimony as needed
• Monitor for relevant changes in the law and update services promptly in accordance
• Provide access to in-house attorneys for consultation
• Provide documents on request for litigation purposes
Vendor Services Agreement Page 13 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
EXHIBIT B
PRICE SCHEDULE
Base Fees(Ongoing)
Total PEPM Fee Billable Employees*
FMLA
($1.31 PEPM)
ADA Leave $2.65 PEPM 6,800
Accommodation
($0.87 PEPM)
ADA Workplace
Accommodation
$0.47 PEP
Standard Caveats • *Assumed value as of program start date.Actual employees billed will be determined
based on count(s)provided by the City on the roster file as of the 1st day of the month
to be billed.
• FMLASource,Inc. queries the Roster File, and then invoices the City by approx.the
10th of the month beginning the go-live month
• No commission to consultant,broker or carrier
• Net 30 billing via ACH
Vendor Services Agreement—Exhibit B Page 14 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Company Name: FMLASource, Inc.
Address- 455 N. Cityfront Plaza Dr.
City, State, Zip Code: Chicago, IL 60611
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:Dale Grenolds
Position: Executive Vice President
'M 11adj
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Dale Grenolds
Signature of President 1 CEO
Other Title- Executive Vice President
Date: 8f9121
Vendor Services Agreement—Exhibit C Page 15 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
Exhibit D
Performance Guarantees
Please provide any amount of fees which What is the frequency
MMS TO BE]INCLUDED would be at risk,and the formulalbasis for for which each item
below would be
calculations. reviewed?
Fees at risk: 2% Annual
Formula: Calls to intake answered within an
Timeliness of call center telephone pick-up. average speed of answer of 30 seconds or less.
e total elapsed minutes to answer Client calls
divided by the total number of the Client calls.
Fees at risk: 2% Annual
Telephone abandonment rate-City minimum requirementis lessFormula: Total number of calls
than 5%abandonment rate abandoned after 15 seconds of ringing
divided by the total number of calls received.
Fees at risk: 2%
Timeliness of installation/implementation Annual
MLASource agrees to meet all mutually
greed upon deadlines established for
implementation,provided that a delay is not
caused by Client.
Fees at risk: 1% Annual
Overall account management quality/satisfaction MLASource will be rated as satisfactory or
better on a scale of 1-5,with 3 or better deemed
satisfactory.
Fees at risk: 1% Annual
Turn-around time for processing medical certifications 8/°°
of medical certifications processed within
5 business days
Fees at risk: 1% Annual
Turn-around time for sending notifications related to case
updates 8%of leave approval or denial decisions will
e made within five business days after receipt
f adequate information to make a decision,or
or leaves that require approval by the employer
e.g.,ADA or some company leaves),five
usiness days after Client's decision is
ommunicated to FMLASource. Adequate
nformation is defined as receipt of sufficient
ocumentation or,when documentation is not
eceived,within three business days after the
ocumentation due date. Divide total number
f leave approvals/denials decisions by the total
umber of leave approvals/denial decisions
ade within the applicable five/three business
ay period. FMLASource shall not be
enalized if any delay is caused,in whole or in
art,by Client.
Turn-around time for responding the City contract compliance ees at risk: 1% Annual
personnel
5%within 3 business days
Vendor Services Agreement Page 16 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
Fees at risk: 1% Annual
Employer satisfaction with service MLASource will be rated as satisfactory or
better on a scale of 1-5,with 3 or better deemed
satisfactory.
Fees at risk: 1% Annual
Employee satisfaction with service 85%of all Client participants responding to a
satisfaction survey will report satisfaction with
services received based on a scale of 1-5,with 3
r better deemed satisfactory.
Vendor Services Agreement Page 17 of 18
DocuSign Envelope ID:6D50A360-F5F1-4BEE-9ED2-3964D5BCA6D6
Exhibit E
HOLD HARMLESS INDEMNIFICATION DOCUMENT
To the fullest extent permitted by law, FMLASource shall indemnify, defend and hold harmless Client from and
against third party claims directly caused by FMLASource's gross negligence or willful misconduct in the
performance of the Services provided hereunder by FMLASource. FMLASource shall have no obligation to
indemnify or hold harmless Client for any claims arising out of the negligence or willful misconduct of Client, or
Client's agents,officers, directors,employees,or contractors.
To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless FMLASource from and
against third party claims resulting from or arising out of Client's gross negligence or willful misconduct,incomplete
or inaccurate eligibility file(s)or employment-related decisions.Client shall have no obligation to indemnify or hold
harmless FMLASource for any claims arising out of the negligence or willful misconduct of FMLASource, or
FMLASource's agents, officers, directors, employees, or contractors. In addition, in matters in which FMLASource
is not an adverse parry, Client shall pay or reimburse FMLASource for all reasonable staff time, attorneys' fees and
expenses FMLASource incurs in relation to subpoenas, depositions, discovery demands and other inquiries in
connection with suits, proceedings, governmental, legislative or regulatory hearings, investigations or other civil or
criminal proceedings in which Client is a party,subject or target.
The obligations of indemnity hereunder are conditioned on the Party seeking indemnification (i) giving the
indemnifying Party prompt written notice of any claim for which indemnification will be sought,(ii)permitting the
indemnifying Party to assume exclusively the control of the defense and settlement of such claim,and(iii)providing
reasonable assistance and cooperation (at the indemnified Party's expense) in the defense and settlement of such
claim. The indemnified Party may take part in its defense at its own expense after the indemnifying Party assumes
the control thereof. The indemnifying Party shall not settle or compromise any indemnified claim hereunder in a
manner that admits fault or liability on the part of the indemnified Party,or requires the indemnified Party to take or
forbear from taking any action,unless with the prior written consent of the indemnified Party(such consent not to be
unreasonably withheld).
The indemnification obligations of FMLASource and Client shall terminate upon the expiration of the Agreement
except as to any matter concerning which a claim has been asserted by notice to the other party at the time of such
expiration or within 365 days after effective date of Agreement termination.
Vendor Services Agreement Page 18 of 18
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 11/30/21 M&C FILE NUMBER: M&C 21-0886
LOG NAME: 13P RFP 21-0160 FMLA AND ADA SERVICES HR ADK
SUBJECT
(ALL)Authorize an Agreement for Family Medical Leave Act and American Disabilities Act Services with FMLA Source, Inc., in an Amount of
$216,240.00 for an Initial One-Year Term with Four One-Year Renewal Terms in the Same Annual Amount for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize an agreement for Family Medical Leave Act and American Disabilities Act Services with FMLA
Source, Inc., in an amount of$216,240.00 for an initial one-year term with four one-year renewal terms in the same annual amount for the Human
Resources Department
DISCUSSION:
The Human Resources Department(HR)approached the Purchasing Division with the intent to purchase Family Medical Leave Act
(FMLA)and American Disabilities Act(ADA)Services.
The HR Department currently has a contract with Reed Group, Inc., however,the services provided have not been satisfactory. As a result,the City
of Fort Worth(City)issued a new Request for Proposal(RFP)with the intent to terminate the contract with Reed Group, Inc.
RFP 21-0160 consisted of detailed specifications and was advertised in the Fort Worth Star-Telegram for four(4)consecutive Wednesdays
beginning on July 14, 2021,through August 11, 2021. There was a pre-proposal conference held on July 21, 2021,which provided an opportunity
for interested bidders to learn more about the City's requirements and to seek clarification on the RFP requirements. A total of sixty-four(64)
vendors were solicited and responses were received from four(4)potential vendors. All bids were evaluated by a five(5)person panel consisting
of representatives from HR, Police, and Legal. Each bid was evaluated based on customer experience, references, a detailed questionnaire,
implementation plan and methodology,the plan and process for providing safety and security for City information, as well as, the disaster recovery
plan. Once the initial evaluations had been concluded,the three highest-scoring bidders were asked to demonstrate their services. After the
conclusion of the demonstrations,the three bidders were once again scored,with FMLA Source, Inc., scoring the highest. Based on the
qualifications,the City recommends awarding an agreement to FMLA Source, Inc.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business
Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible.
ADMINISTRATIVE CHANGE ORDER: 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 approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council's approval,this agreement shall begin upon execution and expire one year from that date.
RENEWAL TERMS: This agreement may be renewed for four one-year renewal options. 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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the General Fund to
support the approval of the above recommendation and execution of an agreement. Prior to any expenditure being incurred, the participating
department the responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Reginald Zeno 8517
Diana Giordano 7783
Additional Information Contact: Cynthia Garcia 8525
Ashley Kadva 2047