HomeMy WebLinkAboutContract 59536CSC No. 59536
FORT WORTH.
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 Abacus
Corporation ("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; and
3. Exhibit B — Price Schedule.
Exhibits A and B, 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 grant -related
temporary staffing services, including professionals, clerical workers and manual labor ("Temporary
Workers"), on an as needed basis for the Aviation and Neighborhood Services Departments
("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 one year from that date ("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 four (4) additional one-year renewal terms.
3. Compensation.
3.1. General Provisions. The City shall pay Vendor in accordance with the provisions of this
Agreement. City shall pay Vendor an annual amount not to exceed $1,200,000.00 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 M&C 23-0205 (March 21, 2023) and that once
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
City of Fort Worth/Abacus Corporation FT. WORTH, Tx
the collective not to exceed amount of $1,200,000.00 has been exhausted, funds have therefore
been exhausted under this Agreement as well.
3.2. Invoice.
Vendor shall submit invoices to the individual identified as the requesting City department's point
of contact and also submit a copy to the Talent Acquisition Manager in the Human Resources
Department, 200 Texas Street, Fort Worth, Texas 76102.
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.
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,
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
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. Riiht 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 nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Vendor. Vendor further understands that City shall in no way be considered a
Co -employer or a Joint employer of Vendor or any individual Vendor places with the City,
including Vendor's officers, agents, servants, employees or subcontractors. Vendor also
recognizes that 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
Vendor acknowledges it is the employer of record for any individual it places with City for a temporary
staffing position.
8. Emplovment 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,
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
payment and reporting of taxes on behalf of itself, and any individual it places with City,
including of its officers, agents, servants, employees or subcontractors, including filing IRS 941
and W-2 forms for any individual placed with City.
9. Liability and Indemnification.
9.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.2. GENERAL INDEMNIFICATION - VENDOR HEREBY 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 ANY RES UL TING L OST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
INTENTIONAL AND NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. FURTHER, IN THE
EVENT CITY IS HELD LIABLE 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 (INCLUDING 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 ►vith 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 responsibilityfor payment of unemployment insurance or contributions.
9.4. INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or
pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use
of the software and/or documentation 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
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
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. Assigmnent. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor
and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
10.2. Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be
bound by the duties and obligations of Vendor under this Agreement as such duties and obligations
may apply. Vendor shall provide City with a fully executed copy of any such subcontract.
11. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
11.1. Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 — Aggregate
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
(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.
(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
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City of Fort Worth/Abacus Corporation
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:
To CITY:
City of Fort Worth
Attn: Jesica McEachern
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
To VENDOR:
Abacus Corporation
Michael Brady, Chief Administrative Officer
610 Gusryan St.
Baltimore, MD 21224
Facsimile: 410-633-1976
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.
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-B.
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-B, contains the entire understanding
and agreement between City and Vendor, their assigns and successors in interest, as to the matters
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
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. Immieration Nationalitv 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, 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.
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
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
(including email transmission of a portable document file (pdf) or similar image shall be deemed to be
an original signature hereto.
30. Chanee in Companv 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 Bovcott 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.
32. Prohibition on Boycotting Enerav 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 that is to 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.
33. Prohibition on Discrimination ALainst 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 that is to 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
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
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.
(Signature page to follow)
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: C>S��
Name: Jesica McEachern
Title: Assistant City Manager
Date: May 10, 2023
APPROVAL RECOMMENDED:
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.
By. Ann Herrera (May 5, 20J022,3.4:46 CDT)
Name: Ann Herrera
Title: Interim Talent Acquisition Manager
APPROVED AS TO FORM AND LEGALITY:
Dianna K Giordano
By:
Dianna M. Giordano (May 5,202315:39 CDT)
Name:
Title:
Dianna Giordano
Human Resources Director
By:
Name:
Jessika J. Williams
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Title:
Assistant City Attorney
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CONTRACT AUTHORIZATION:
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M&C:
23-0205
By:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
Abacus Corporation
By:
Name: Michael Brady
Title: Chief Administrative Officer
Date: May 5, 2023
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY
City of Fort Worth/Abacus Corporation FT. WORTH, Tx
EXHIBIT A
SCOPE OF SERVICES
The Vendor shall:
1. Provide temporary worker(s) within eight (8) hours of the request. In the event the City is not
provided a temporary worker within the specified timeframe, the City reserves the right to contact
another agency for services;
2. Provide qualified workers who possess necessary skills, knowledge and ability to perform the
jobs as detailed in Exhibit B. However, the City reserves the right to reject a worker if he/she is
found to be unacceptable before or after starting on the job to which he/she has been assigned.
3. Be required to maintain a bond on the employees it provides to the City to protect the City from
any loss caused by temporary worker supplied by the Vendor.
4. Be required to pay the hourly wage rate established by the Department of Labor. The City
reserves the right to approve night differential pay.
5. Assign candidates that have a dependable vehicle or another reliable source of transportation.
6. Provide a timesheet which the temporary employee and City supervisor will complete on a
weekly basis. Timesheet must be attached to invoice submitted to City for payment. Separate
invoices must be sent for each employee.
7. Understand starting times will vary. Regular hours will be Monday through Friday, 8:00 a.m. to
5:00p.m. Temporary workers must be flexible to working some Saturdays. Workers will be paid
only for hours actually worked and tardiness or absenteeism will not be tolerated. Overtime will
be billed at 1.50 times the normal billing rate and will require written approval by the City.
Prepare payroll checks, make all necessary deductions and pay all taxes and insurance required
by Federal, State, and Local laws. The Vendor accepts full responsibility for the payment of
wages, compensation and benefits to personnel. The Vendor accepts responsibility for payment of
all taxes, assessments, fees, and fines that may be due and owing to any Local, State or Federal
government agencies.
9. Call the user department to confirm the name of the assigned temporary employee and verify his
or her skills to the City needs.
10. Be required to furnish able-bodied workers, who shall be no less than eighteen (18) years of age,
sober, clean, and appropriately dressed for position, who can work in public areas, ready and
willing to follow instructions of City Supervisors. The City is not required to utilize or pay
workers who fail to meet these qualifications.
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
11. Conduct a background check on all temporary employees sent to the City to the extent
permissible by the law. Background checks will include drug test information, education
verification, criminal background check, human performance evaluation (HPE), motor vehicle
record, and driver's license verification, as needed.
12. Reach out to the Talent Acquisition Manager for review and approval if the background check
has a result other than clear. City departments do not have authority to approve or deny
backgrounds. The email shall be sent to CFW—TempScreening@fortwoithtexas.gov.
13. Ensure that no temporary employee shall arrive on City premises with any type of firearms or
weapons, drugs or alcohol.
14. Be required to submit invoices to the hiring department and will also submit a copy to the Talent
Acquisition Manager in the Human Resources Department.
15. Be required to submit a monthly roster to the Talent Acquisition Manager. The roster will
include: requesting department, requestor name, temporary employee name, job title, bill rate,
pay rate, start date, end date, and total hours worked.
16. Temporary employees are eligible to work up to one year. Exceptions to the one-year term must
have Talent Acquisition Manager approval. At,no time will any temporary employee exceed a
maximum of two-year term.
17. Temporary employees will be assigned to the Aviation Department and Neighborhood Services
Department located in downtown Fort Worth and other locations within Tarrant County.
The City shall:
1. Have no obligations to hire any temporary worker it is supplied under the terms of the Agreement
on a full-time basis following the term of the temporary employment. However, the City reserves
the right to hire the temporary worker after their assignment.
2. Not be required to pay a placement fee should the City wish to hire an individual who has been
filling the temporary position. Neither shall the individual.
3. Not reimburse mileage or parking.
4. Reserve the right to interview a temporary employee prior to employee being assigned to the
City.
5. Reserve the right to control the details of the temporary employees' work while assigned to the
City.
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
Reserve the right to cancel an employee if the minimum qualifications have not been met to do
the assigned job duty requested.
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
EXHIBIT B - PRICE SCHEDULE
ABACUS CORPORATION
ATTACHMENT B
PRICE SCHEDULE
No. Job Description Hourly Vendor's , Vendor's ' Vendor's
Pay Billing Contract Hourly Bill
Rate (a) Percentage Rate (c=a"b) Rate (a+c)
(b)
1
Account Technician
$18.42
28%
5,16
$23.5B
2
Administrative Assistant
$21,38
28%
5.99
$27.37
3
Administrative Technician
$19,$5
28%
5.56
$25.41
4
Community Center Aide
$16.00
28%
4.20
$19.20
5
Contract Compliance Specialist
$24.63
28%
6.89
$31.52
6
Custodian
$15.00
2g�/u
4.20
$19.20
7
Customer Service Info Specialist
$19.85
28%
5.56
$25.41
8
Customer Service Rep 1
$15,00
28%
4.20
$19.20
9
Eligibility Specialist
$18.42
28%
5.16
$23.58
10
Human Services Coordinator
$24.63
28%
5,99
$31.52
11
Human Services Specialist
$21,38
78%
15.99
S27.37
12
Management Analyst 1
$24.63
28%
6.89
$31.52
28%
7.54
$34.46
13
Neighborhood Development
$26 92
Specialist
14
Office Assistant
$15.00
28%
4.20
$19.20
15
Recreation Programmer
$21.38
28%
15.90
$27.37
16
Sr. Account Technician
S19,85
28%
6.56
1326.41
17
Sr, Administrative Assistant
$24,63
28°/u
6.89
$31.52
18
Sr. Human Services Specialist
$23.03
28%
6,45
$29,48
19
Sr. Skilled Trades Technician
$23.03
28%
6.45
$29 48
RFP 23-0010 Grant Temporary Employment Services
Vendor Services Agreement
City of Fort Worth/Abacus Corporation
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/21/23
M&C FILE NUMBER: M&C 23-0205
LOG NAME: 13P RFP 23-0010 GRANT TEMPORARY EMPLOYMENT SERVICES TO HR
SUBJECT
(ALL) Authorize Execution of Non -Exclusive Agreements with Abacus Corporation and Smith Temporaries, Inc. dba Cornerstone Staffing for Grant -Related Temporary
Staffing Services in the Combined Annual Amount Up to $1,200,000.00 for the Aviation Department and Neighborhood Services Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of non-exclusive agreements with Abacus Corporation and Smith Temporaries, Inc. dba Cornerstone
Staffing for grant -related temporary staffing services in the combined annual amount up to $1,200,000.00 and authorize four consecutive one-year renewal options for the
Aviation Department and Neighborhood Services Department through the Human Resources Department.
DISCUSSION:
The Human Resources Department (HR) approached the Purchasing Division to secure non-exclusive agreements for grant temporary staffing services for the Aviation and
Neighborhood Services Departments. The Departments will use these agreements to acquire the necessary temporary staffing services from the temporary agencies for
temporary grant funded positions in a timely manner at established rates. The temporary staffing agencies will have the expertise in expeditiously sourcing, screening, and
providing quality candidates to fill temporary staffing needs for a diverse range of job categories. These jobs include administrative/clerical, customer/community services,
general labor/maintenance, professional/management services, service trades, skilled trades, and technical positions. The length of assignments vary from a few weeks to
several months.
Although the current agreement for temporary staffing services is still available for all City Departments (authorized under Mayor and City Council 20-0481), an additional
agreement was needed solely for the needs of the Aviation and Neighborhood Services Departments grant -funded temporary services as funds were being heavily acquired
for staffing needs. Upon authorization, this will allow both departments their own spending authority using grant funding while allowing the current agreement to have available
funds for all remaining City departments.
In order to procure these services, Purchasing staff issued Request for Proposal (RFP) No. 23-0010. 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 on December
14, 2022, December 21, 2022, December 22, 2022 as a special ad, December 28, 2022, January 4, 2023, January 11, 2023 and January 18, 2023. Twenty-six (26)
responses were received.
An evaluation panel consisting of representatives from the Human Resources Department and Property Management Department reviewed and scored the submittals
using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidders
a
b
(Cornerstone Staffing
14.67
11.33
Abacus Corporation
11.33
10.67
122nd Century Technologies, Inc 11
10
10.67
ICathyJon Enterprises, Inc dba HB Staffing 11
12.67
10.67
(Bridgework Partners 1
12 �I
11.33
Diverse Staffing Services, Inc
12.67
10.67
JDataman USA, LLC 1
9.33 11
10.67
IMarathon Staffing Group 11
10 11
10
IAd-A-Staff, Inc 11
10
I 10
10ne Elite Staffing 1
10
I 10.67
IDiskdter Inc 11
9.33
10.67
1Compunnel Software Group 11
10.67
10
11-ancesoft Inc 11
7.33 11
10
Terra Staffing Group 11
7.33 11
10
1ATA Services, Inc 11
6 11
10.67
JAppleone-Phoenix Remote 11
6 11
10.67
linfojini, Inc 11
6.67 II
10
INoor staffing Group, Inc 11
6.67
9.33
Abacus Services Corp 11
6
10
Information Systems Consulting Inc 11
6
10
JSuiteMate Staffing Solutions
4.67
10
IHJ Staffing J
4 I
10
(Grayson HR II
6.67 11
6.67
IDebbie's Staffing 11
6 11
6
Rapid Staffing 11
0 11
8
IMD Martin 1
3.33 II
4
Evaluation Factors
c
d
Total Scores
10
F 36.26 1
72.26
10
I 39.69 II
71.69
10
I 40.00 I
70.67
10
35.40
68.74
10
35.39
68.72
10
34.65 II
67.99
10
37.48
67.48
10
I 36.69
66.69
10
I 36.22 II
66.22
10
I 35.28
65.95 1
10
35.28 II
65.28
8.67
�I X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X �I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X �I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X II
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X I
Bidder did not meet technical points; therefore, cost was not evaluated.
10
X
Bidder did not meet technical points; therefore, cost was not evaluated.
Best Value Criteria
a. Contractor's capability
b. Contractor's experience in providing temporary employment services to public entities similar in size of the City
c. Contractor's references
d. Cost
Compunnel Software Group, Lancesoft Inc, Terra Staffing Group, ATA Services, Inc, Appleone-Phoenix Remote, Infojini, Inc, Noor Staffing Group, Inc, Abacus Services Corp,
Information Systems Consulting Inc, SuiteMate Staffing Solutions, HJ Staffing, Grayson HR, Debbie's Staffing, Rapid Staffing, MD did not score at least 50% of the total
available points for technical criteria and, therefore, were not qualified to receive pricing points.
After evaluation, the panel concluded that Abacus Corporation and Smith Temporaries, Inc. dba Cornerstone Staffing presented the best value to the City. Therefore, the
panel recommends that Council authorize non-exclusive agreements with these vendors. Under these non-exclusive agreements, the department will order services according
to the lowest cost and availability. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendors' bids met
specifications.
Approval of this Mayor and Council Communication authorizes a combined, annual maximum amount of $1,200,000.00 subject to actual appropriation for this purpose. The
anticipated actual spend for the first year is $952,000.00. The annual amount used will be based on the need of the department and available budget. The current annual
department allocation for this agreement is:
Department Estimated Annual ' Account Name
Amount
Aviation Department $127,000.00 Temp Labor Service
Neighborhood Services $825,000.00 Temp Labor Service
Department
Funding is budgeted in the Temp Labor Service account of the Aviation Departments Municipal Airport Fund and in the Neighborhood Services Department's Grants
Operating Federal Fund for the purpose of funding various grant projects, as appropriated.
DIVERSITY AND INCLUSION (DVIN) - 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.
AGREEMENT TERMS - Upon City Council approval, this agreement shall begin upon execution and expire one year from that date.
RENEWAL TERMS -This agreement may be renewed for four additional one-year renewal periods. 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.
ADMINISTRATIVE CHANGE ORDERS - In addition, 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.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital & operating budgets, as previously appropriated, in the Grants Operating Federal Fund for
various projects and in the Municipal Airport Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being
incurred, the Neighborhood Services and Aviation Departments have the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Reginald Zeno
8517
Fernando Costa
6162
Oriainatina Business Unit Head: Reginald Zeno
8517
VictorTumer
8187
Additional Information Contact: Jo Ann Gunn
8525
Taylor Dean
7648
Expedited