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HomeMy WebLinkAboutContract 6384563845 City Secretary Contract No. SORTWORTHO VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WO TH ("City"), a Texas home rule municipal corporation, and TruView BSI, LLC ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide background screening services for the City of Fort Worth Human Resources Department ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. This Agreement begins on October 1, 2025 ("Effective Date") and expires on September 30, 2028 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to two (2) two-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will not exceed Two Hundred Thousand Dollars ($200,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will 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 Oblisations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 Services Agreement OFFICIAL RECORD Page 1 of 20 CITY SECRETARY FT. WORTH, TX City Secretary Contract No. Vendor will 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 will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry 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 will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, 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 will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will 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 will 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 subcontractors. Vendor acknowledges that the doctrine of respondeat superior will 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 will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any Vendor Services Agreement Page 2 of 20 City Secretary Contract No. officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will 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, contractors, or contractors. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 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 will 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 will 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 will 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 will 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 will 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 will 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 will, 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 Vendor Services Agreement Page 3 of 20 City Secretary Contract No. 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. Assignment and Subcontracting. 9.1 Assignment. Vendor will 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 will 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 will be 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, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must 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 Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will 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 Services are being performed Employers' liability Vendor Services Agreement Page 4 of 20 City Secretary Contract No. $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 must 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 must be submitted to City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must 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 must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comuliance with Laws, Ordinances, Rules and ReLyulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 Services Agreement Page 5 of 20 City Secretary Contract No. Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, 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 will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth TruView BSI, LLC. Attn: Dianna Giordano, Assistant City Manager Nicholas M. Auletta, President 100 Fort Worth Trail 225 Broadhollow Road, Suite 304 Fort Worth, TX 76102 Melville, NY 11747 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emulovees. Neither City nor Vendor will, 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 will 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 does 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 will 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Vendor Services Agreement Page 6 of 20 City Secretary Contract No. 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 will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will 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; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will 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 will not be employed in the interpretation of this Agreement or its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. 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 will 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. 25. Immigration Nationalitv Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 Vendor Services Agreement Page 7 of 20 City Secretary Contract No. perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will 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 will 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 will 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. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Comvanv Name or Ownership. Vendor must 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. 29. 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 2271 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, 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 Agreement. 30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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 Vendor Services Agreement Page 8 of 20 City Secretary Contract No. boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. 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 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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement 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. (signature page follows) Vendor Services Agreement Page 9 of 20 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: Di a Gi By: o (Aug 21, 2025 07:58:34 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 08/21/2025 APPROVAL RECOMMENDED: By: Name: Holly Moyer Title: Interim Director of Human Resources ATTEST: FQRlq�op %dp °annosa4a By: Name: Jannette Goodall Title: City Secretary VENDOR: TruView BSI, LLC zl- By: Nick �Aua Aug 19, 202519:28:24 EDT) Name: Nicholas M. Auletta Title: President 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. !/�cteZ �.,r e6ec�e By: Name: Victor Escobedo Title: Human Resources Manager APPROVED AS TO FORM AND LEGALITY: G�� GtJu,lu�n� By: Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 25-0502 Form 1295: 2025-1306573 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 20 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES Vendor will perform background screening services for the City of Fort Worth Human Resources Department. The Human Resources Department estimates the need for approximately 2000 screenings for new hires per year. The background screenings will be initiated by City Human Resources Department and the potential hire's information will be input online by the potential hire. Background screening reports will be available to the City Human Resources Department online. Screening services will include: Integration between the Background Screening Platform and the City of Fort Worth current and future Applicant Tracking System (ATS) - Integration will include: a. Automatic notification to the candidate with a link and instructions for submitting personal information to the Background Screening Platform. b. Ability to select background package in Applicant Tracking System and integrate with Background Screening Platform for ease and automation. 2. Automatic candidate text messaging a. Vendor will provide training to City of Fort Worth staff on text messaging feature 3. Timely results - The background screening process will be timely and results will be returned within three business days, on average, to allow for proper planning and assignment of hires. 4. Results - All background screenings results must be available through an online portal and notifications must be available to City Human Resources Department. 5. Self- service data entry - potential hires will enter in their own information to be processed; in the case that the potential new hire is incapable of entering their own information, the City will have the option for the Human Resources Department to enter in the information to be processed. 6. Complimentary Consultation - Vendor will be committed to providing consultation to clarify screening results and provide technical assistance and guidance regarding updating practices. The City request these services to be provided by a designated contact person or Account Manager and will be available to both the City and the potential hire. 7. Vendor shall be responsible for results - Vendor will be liable for information regarding a potential new hire's background screening. Vendor will resolve any disputes with potential new hires regarding erroneous reports. 8. Vendor will be responsible for providing the Adverse Action letter - Vendor will provide the Adverse Action letter once notified by City Human Resources via electronic form and mail. Integrated Electronic Pre-Adverse/Adverse Action Program offered FREE. 9. Positive Drug Test Results - The City will notify the potential hire of positive drug test results. 10. Background Screening Results with Hits - The City will review each background report individually and decide on if the record meets the City background matrix guidelines or not. 11. Historical Data and Reporting - Vendor will have an online portal where historical data can be accessed and reporting tools are readily available. Vendor Services Agreement Page 11 of 20 City Secretary Contract No. 12. Reminder Notifications - Vendor will have an electronic method to send reminder notifications to potential new hires to remind them they have not completed the background request. 13. Issues with verification completion of education - Vendor will have a back- up process to complete verifications that cannot be obtained through normal/ standard channels. 14. Urgent Request - Vendor will do everything they possibly can to assist with completing pending screenings. If there will be additional charges for this service, the City must be notified in advance. 15. Background Screening Options - Vendor will have the option to have multiple background screening packages set up on the account. 16. Communication with potential new hires - Vendor will have a service available to reach out to the potential new hires with questions related to information they entered. If their attempt to contact the potential new hire is unsuccessful, Vendor will notify the City Human Resources Department. 17. City user access and training - Vendor will have an easy method to setup users and provide training for first time users as well as a documented training guide. 18. Applicant Tracking System Integration - Vendor will have a system that can integrate with the City' s current and or future applicant tracking systems. 19. Integrated 1- 9 Form Solution - Vendor will have integrated electronic 1- 9 forms with E- Verify process tracking solution. 20. Rates - The City expects flat rate pricing for state and out of state searches. Vendor will provide a detailed pricing sheet to the City. 21. Social Security Verification - Vendor will verify the name of every potential hire against the Social Security Number provided to eliminate the possibility of false names and/ or information. 22. Address Trace - Vendor will verify the current address and identify any previous address of every potential hire. This information is utilized to determine the jurisdiction in which the background screening is conducted. 23. 7- year State and County Criminal Record Check - Vendor will provide a Statewide (Texas DPS) and Countywide (depending on the jurisdiction) criminal record check to capture all misdemeanor and felony convictions in that jurisdiction. The search will be conducted in the jurisdiction with the longest and most current residency. 24. 7- year National Criminal History Data Base search - There is no one national record check whether through the government or private sector that identifies every crime ever committed. However, there are now criminal history data bases available that contain millions of criminal records and cover much of the United States. Vendor will access these data bases to supplement the local criminal history search. This is beneficial in expanding the search across the country but should not be used as a standalone source for the background screenings. Vendor Services Agreement Page 12 of 20 City Secretary Contract No. 25. Sex and Violate Offender Registry Search— Vendor will perform a search of the appropriate state sex offender registries based on the address history. This is an important supplement to criminal history searches but should not be used as a stand- alone source for the background screenings. 26. Drug Test - Candidates should have the ability to schedule and choose a location to take a 5- Panel Drug Test. a. Vendor will provide Split Testing for drug screens on ALL City candidates 27. Motor Vehicle Record and Driver's License Check - Vendor will perform a verification of motor vehicle report with detail and status of driver's license. 28. Client training on best practices and compliance procedures. TruView regularly meets with the City's Talent Acquisition and Human Resources teams to provide training and counsel, at no additional cost. Further, TruView has also worked directly with the City, while offering our expertise and knowledge at no additional cost, to ensure the City stays compliant with FCRA, background screening, and DOT regulations, laws, and case precedent. Further still, Vendor has brought in industry experts, at TruView's expense, to provide training to the City team, ensuring all platform users (both Form I-9 and TRU365) are comfortable with industry regulations and able to comply through the use of the Vendor offered platforms. 29. Customized candidate self -disclosure form integrated within platform at no additional cost. 30. DOT Previous Employer Drug and Alcohol Inquiries via Clearinghouse Additional optional services available upon request: • 3-Month Lookback on ALL employees at no cost when starting a criminal monitoring program with TruView at the Preferred Client discount rates. • TRUverificationthe Industry Best Practice for Employment Verifications • TruView360 Continuous Monitoring Services, such as: o Continuous Criminal (Arrest, Incarceration, and Booking) Monitoring o ENHANCED Continuous Criminal (Arrest PLUS Direct Court) Monitoring o Global Watch List/OFAC Monitoring o OSINT + Social Media Monitoring for Reputational Risk • Social Media Monitoring (Basic Level, Advanced Level, and Social Intelligence Monitoring) • TruView D.E.E.P.: "Diligence, Enhanced for Entities and Principals" • Power Screen by TruView, a proprietary Vendor/Contractor Screening Technology *Client Certification for Background Checks: By utilizing the consumer reports and investigative consumer reports provided by TruView, Client is considered a "user" of consumer reports and/or investigative consumer reports under the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and applicable state law, and is responsible for identifying and complying with these applicable laws and regulations. The Client will be required to agree that is has a legal permissible purpose to request the services, as well as agree to provide disclosures and authorizations as required by the FCRA. Vendor Services Agreement Page 13 of 20 City Secretary Contract No. Vendor Services Agreement Page 14 of 20 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE TmView Service Options & Pricing Based on our experience with Clients of similar scope and complexity, along with our unique understanding of your needs. please find our service options and pricing. TruView believes in transparent pricing and provides the below notes to build trust and confidence in TruView's proposed fee schedules. Pricing rotes • Prices do not include court fees or state access fees_ Fees. in any. are passed through at direct costs. • TruView's Public Record Searches includes a direct to court search and do not use --screen- scrapers" or databases alone. which may lead to inaccuracies and violations of the FCRA. • Unless otherwise stated, or requested. all public records research is seven (7) years in scope. • For employment verifications, TmView will contact previous employers directly. unless that employer requires verifications to be conducted through a third party. such as The Work Number. If a third -party verification service must be utilized. TruView will pass through the access fee separately. as a direct cost_ TruView will not contact applicant's current employer unless given authorization by the client. • We believe TRUverification is the industry best practice for employment verifications. We conduct three attempts at a verification but we focus on direct contact with the employer. Our rule is three attempts over three days at three different times over three different mediums (email. fax_ phone. secondary email). If unable to contact. we reach out to the applicant (or HR) for an additional contact or for secondary sources of verification. such as a W-2, payroll stubs from the fast and last dates of employment. etc. • As a Chent-customized option. TruView can stop use of third -party verifiers entirely by collecting d......,_... �'on directly from the candidate to verify employment. using approved secondary sources as a part of our TRUverification process. • For education verifications. TruView will contact educational institution directly, unless that institution requires verifications to be conducted through a third party. such as Parchment or National Student Clearinghouse. If a thud -party verification service must be utilized. TmView will pass through the access fee separately. as a direct cost. • All searches. unless otherwise specified. are for domestic searches only. Additional fees may apply for international records. Prior to any international records being ordered. the client will be supplied a price quote for that specific search methodology and country. No search will be ordered without the client's written approval. • TruView's proposed Social Media Search is an enhanced solution that maintains FCRA Compliance (which may not be true on a Google, or internet. search alone) and uses both an algorithmic social media search for public information exposing toxic employees. sexism. racism. bigotry. terrorism proclivity to violence. inappropriate language. illegal substance: A-\-D_ combining best practices of AI technology. analytic algorithms. and expert human analysis. TruView performs open source intelligence (OSINI) reviews for reputational risk. TRL1IE\1 BSI. LLC SS8.869 8444 :.c BROADHOLLO\V ROAD. sm]E 304. ]IELVILLE. NY 11-4- I W"-1V.TR1Li7E\113SLCO\I Vendor Services Agreement Page 15 of 20 City Secretary Contract No. C LIE�"T PREFERRED Package # 1 - Screening Social Seas" Number Trace, Alias Identification, and Address History UNUM11TE07 Years County Criminal Records Search (Primary +.Alias) ■ Includes all jurisdictions uncovered in the last 7 years ■ Includes all primary and alias names used in last 7 years • Texas CPS :Statewide Search (Primary + Alias) • National Sex. Offender Registry (Primary+Alias) • National Criminal 4­IVulti-State') Records (Database (Primary+ Alias) ■ Hits adjudicated at lowest IeveUurisdiction • TRUVerification Education Verification (Highest Degree) • Motor Vehicle Record and Driver's License Status • 5-Panel non —DOT PSC Network Drug Screen (with Split Testing) •- ADD Glo'ba'I Watch List and Sanctions (Primary + Alias) CLIENI PREFERRED Package # 2 - Screening Elenient_� L _ * Social Security Number Trace, Alias Identification, and Address History • UNLIM.ITED 7 'Fears County Criminal Records Search (Primary +Alias) ■ Includes all juri Aic:tions uncovered in the last 7 years ■ Includes all primary and alias names used in last 7 years • Texas DIPS Statewide Search (Primary + Alias) • National Sex Offender Registry (Primary+ Alias) National Criminal ("Multi -State') Records (Database (Primary+ Alias) ■ Hits adjudicated at lowest leveVjjurisdiction • TRUVerification Education Verification (Highest Degree) • Motor Vehicle Record and Drivers License :Status • ADD Global Watch List and 33anc#ons (Primary + Alias) C LIENT PREFERRED Package # 3 - Screening Elements • Social uec:ur,ty Number Trace, Alias Identification, and Address History • UNUMiTEA 7 Years County Criminal Records Search (Primary +Alias) ■ Includes all jurisdictions uncovered in the last 7 years ■ Includes all primary and alias names used in last 7 years • Texas DIPS Statewide Search (Primary + Alias) • National Sex Offender Registry (Primary+ Alias) • National Criminal ('Multi -State') Records Database (Primary + Alias) ■ Hits adjudicated at lowest levelijurisdiction • Motor Vehicle Record) and Driver's License Status Vendor Services Agreement Page 16 of 20 $l'2.00 + Court or State Access Fees (if any) +$2.00 Package Price I $42.00 + Court or State Access Fees Iif any) +$2.0(N Orqw"MIrim a , $38.�00 + Court or State Access Fees (if any) City Secretary Contract No. Add customized Client packages upon request_ 24-hour or less turnaround on package crearlorr. C_! :i N T ! LFLP= lei Gnitoring Progr-A s + Continuous Motor Vehicle Record Monitoring Flatform Integrations + Programming Fee (Only if necessary and after a scope of work is APPROVED in writing by Client after a discovery call ) ■ Integrations (50+Available!) ■ Greenhouse— J,-%ynd— TRU365 Platform Integration International Screening « Available in 200+ countries, territories, and jurisdictions e NACEU Charter lVembertApproved Education Credential Evaluation a NACESCharter MembertApproved Education Credential Evaluation WITH CPA Rush Service (Guarant-J 5-Business Day) • English Translation of _Juvst an Documents A La Carte Screening Ele-mints Vendor Services Agreement Page 17 of 20 Price $3.00;month per driver Price $225.00 per hour Passed through at direct cost amivatly Not to Exceed S3..500 annually Varies. See Pricing Notes $115.00 S165,04 f.with stamped certification) $14U,00 S190.00 f'with stamped Certification) $95.00 $55.00 City Secretary Contract No. • Social Security Number Trace +Address History • Consent -Based Social Security Number Verification (through SSA) • Integrated Knowledge Base Identity Verification • Facial Recognition Identify Verification PowefW by Yoti Criminal, Civil, and Uri--ing Elements • County/Parish Crim nal Records Search (1 Jurisdiction — 7 Yearn • Statewide (where available) Criminal Records Search (1 Jurisdiction — 7 Years;. • County Civil Records Search (1 Jurisdiction —7 Years) • Federal Criminal Records Check (1 District — 7 Years) • Federal Criminal Records Check (1 District — 7 Years) (Primary + Alias) • Federal Civil Records Check (1 Distriict— 7 Years) • Federal Criminal Records Check (Per Name., NATIONWIDE— 7YR) • Federal Civil Records Check (Per Name: NATIONWIDE— 7YR) • Federal Bankruptcy Records Check (Per Name, NATIONWIDE — TYR) • National Criminal Database Search (Primary Name) • National Sex Offender Registry (Primary Name) • Local Jurisdiction Sex offender Registry Search (Manual Search) • Government Watch Lists ! OFA,C I Terrorism R Sanaions Lists (Primary Namv) • OIG — FACIS 1 • TruView Criminal Jurisdiction Locator (Arrests, Warrants) • Industry-Specihc Regulatory Database Search • Motor Vehicle RecordlDriver's License History • CDLIS • Continuous Motor Vehicle Record Monitoding Vendor Services Agreement Page 18 of 20 $2.00 $8.00 $8.00 $8.00 I Price $7.00 + Court Fee S7,00 + State Fee S12.00 + Court Fee $4.00 $6.00 $4.00 $8.00 $8.00 $8.00 $3.00 $2.00 $5.00 $3.00 $3.00 $5.00 $8.00 $2,50 + State Fee $5.00 $3.00.ho.driver City Secretary Contract No. 4'erification Flemen MOMMEM"p-r—MW • Standard Employment Verification (Per Employer) Rule o Three: Three attempts aver three days at three different times $8.00 + 3"�-Party Fee • TRUvehfication - Employment (Per Employer) $10,00 Rifie of Thw. Three attempts over three days at three dit€efent hones PLUS + 3 rd. P arty Fee Applicant Contact and approved secondafy sources of verrrrcadon unffl complete l,onl, f necessary) • Gap Review S8.00 • Gap Interviews (Per Interview) $8.00 • TruView Certification and Authunticabon Took--TCAT—A La Carte $10.00 ■ Men used and not included in a package per D o o u rn a n t • TruView Certification and Authentication Took--TCAT — Packaged 1 D.00 ■ When included In a package using TruView Best Practices — Venffcat on of per Employer first and last year of employment • Prior Drug & Alcohol Inquiry Verification (Per Past Employerl FMCSA) $12,00 • EducationfDegree Verification (Per Degree) $6.001 + 3rd-Party Fee • TRUverification —!Eduction (Per Degree) $8.00 Three attempts over three days at three different times P LU S approved secondafy + 3 rd-P arty Fee sovrfces of vefricahran, collected dlrecdy from candidate until complete (only if necessary) • Professional LlcenselCertification Verification (Per— Package Pricing Available) $8„00 • Medical Sanctions Level l(Wnkodng options available as welt) $3.00 • bladical Sanctions Level 3 (Mbndofing options available as well) $5.50 • Reference Check $10,00 • l4lilitary Records Verifcation $10,00 Compliance Elements I Price I • Credit Report $7.00 • Report Summary $1.,00 Vendor Services Agreement Page 19 of 20 City Secretary Contract No. • Adjudication (per Report) S0.50!S1.00411.50 • Integrated Electronic Pre-AdverselAdverae Action Program (Both Letters)—$ • Pre -Adverse ActionlAdverse Action Letter - Hard Copy (Per Notice) $2.00 • Electronic Form I-9 Utilization S4.00 per name • Electronic Integration of E-Verify of New Hires S2.50 per nails • Form 1-9 Compliance Versioning Set -Up Fee (according to Federal Laws), including: Client Implementation and Integration + Client Hierarchy Set-up v Secure Electronic Storage Glie u Customer Support WAIVED o Software Maintenance FOR CLIENT o Unlimited Users per Company ID CIlont I n.^z!Qll • Annual Platform Versioning (Due at start of 2"d Year on Platform) WAIVED FOR CLIENT ledia 5creenins Elements (D iV, . Available for Volume) Pme • Social Media Screening {Expanded review for toxic employees, sexism, racism, bigotry; teffofism, proclivity to violence, inappropriate language, Negal $20.00 substance) A La Carte Drug Screen Elements Price (Per screen 5-9Panel non -DOT PSC Network $31.00 Expanded Preferred Provider Network Surcharge Split Sample Process (One -Time Fee) Random Program Management Vendor Services Agreement Page 20 of 20 +$8.00 $500.00 $300.00 M&C Review Page 1 of 3 A CITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas FORT WORTH REFERENCE **M&C 25- 13P RFP 25-0088 DATE: 6/10/2025 NO.: 0502 LOG NAME: BACKGROUND SCREENING SOFTWARE SERVICES JC HRD CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of an Agreement with TruView BSI, LLC for Background Screening Software Services in an Annual Amount Up to $200,000.00 for a Three -Year Initial Term with Two Two -Year Renewal Options for the Same Annual Amount for the Human Resources Department RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with TruView BSI, LLC for background screening software services in an annual amount up to $200,000.00 for a three- year initial term with two two-year renewal options for the same annual amount for the Human Resources Department. DISCUSSION: The Human Resources Department (HRD) approached the Purchasing Division to secure an agreement for background screening software services. HRD will use this contract to provide pre- employment background and screening checks of candidates on an as -needed basis. Purchasing Staff issued Request for Proposal (RFP) Number 25-0088. The RFP consisted of detailed specifications describing the responsibilities and requirements to provide these services. The RFP was advertised in the Fort Worth Star -Telegram every Wednesday from February 19, 2025, February 26, 2025, March 5, 2025, March 12, 2025, March 19, 2025. The City received twelve (12) responses. American Screening Corporation (Reveal Background Check) and Applicant Insight, Inc. were both deemed non -responsive for failing to submit the required documentation. An evaluation team consisting of staff from the HRD, Information Technology (IT) Department, Communication and Public Engagement Department, and the Park and Recreation Department reviewed and scored the submittals using the Best Value criteria. Individual scores were averaged for each of the criteria. The evaluation panel invited the top three vendors to interview and present software demonstrations to the panel. The final scores are in the table below. The table only reflects the 3 finalists as we went through an interview/software demonstration process with the top 3 finalists. Proposer Evaluation Factors �� Total a b c d a TruView BSI 11.80 II 27.60 22.50 II 19.60 II9.60II 91.10 LLC First Choice Research and Investigations, Inc. DBA First 15.00 21.00 19.00 13.20 6.60 74.80 Choice Background Screening (Accurate II II II http://apps.cfwnet.org/council_packet/mc review.asp?ID=33363&councildate=6/10/2025 6/10/2025 M&C Review Page 2 of 3 Background 9.38 II 22.20 II 19.50 II 15.20 6.8011 73.08 The RFP document specified the use of the following Best Value Criteria: a. Cost b. Electronic Capabilities c. Qualifications and Experience d. Approach to perform services e. Ability to meet the City's needs After evaluation, the panel concluded that TruView BSI, LLC presented the best value for the City. Therefore, the panel recommends that City Council authorize the execution of an agreement with TruView BSI, LLC. No guarantee was made that a specific amount of services would be purchased. FUNDING: The maximum annual amount allowed under this agreement will be $200,000.00; however, the actual amount used will be based on the needs of the department and available budget. Funding will be budgeted in Other Contractual Services account within the General Fund for the Human Resources Department for Fiscal Year 2026. BUSINESS EQUITY - This solicitation was reviewed by The Business Equity Division for available business equity prospects according to the City's Business Equity Ordinance. There were limited business equity opportunities available for the services/goods requested, therefore no business equity goal was established. AGREEMENT TERMS: Upon City Council approval this agreement shall begin October 1, 2025 and expire three years from that date. RENEWAL TERMS: This Agreement may be renewed at the City's option for two, two-year terms. This action does not require City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. 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. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation and adoption of the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year 2026 operating budget, as appropriated, in the General Fund. Prior to an expenditure being incurred, the Human Resources Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account I Project ID ID FROM Fund Department Account Project ID ID Submitted for Citv Manager's Office bv: Program Activity ' Budget Reference # Year (Chartfield 2) Program Activity Budget Reference # Year (Chartfield 2) Reginald Zeno (8517) Dianna Giordano () Amount Amount http://apps.cfwnet.org/council_packet/mc review.asp?ID=33363&councildate=6/10/2025 6/10/2025 M&C Review Page 3 of 3 Oriciinatincl Department Head: Additional Information Contact: F-A0II _TH:I�i14k'k&I Reginald Zeno (8517) Holly Moyer (7847) Brandy Hazel (8087) Jaysea Coates (6159) 13P RFP 25-0088 BACKGROUND SCREENING SOFTWARE SERVICES JC HRD fid table.xlsx (CFW Internal) MWBE Waiver.r)df (CFW Internal) TruView BSI LLC SAMs 5.5.25.odf (CFW Internal) TruView BSI LLC SOS 5.5.25.pdf (CFW Internal) TruView Form 1295 Certificate.Ddf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=33363&councildate=6/10/2025 6/10/2025