HomeMy WebLinkAbout064954 - General - Contract - Seven Stars Services LLC dba SimpalmCity Secretary Contract No. 64954
FORT WORTBOX
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, acting by and
through Dianne Giordano, its duly authorized Assistant City Manager, and Seven Stars Services LLC dba
Simpalm ("Vendor"), each individually referred to as a "Party" and collectively referred to as the
"Parties."
AGREEMENT DOCUMENTS:
The Agreement documents include the following:
1. This Vendor Services Agreement;
2. Exhibit A - Scope of Services;
3. Exhibit B - Price Schedule;
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
control.
1. Scope of Services. Vendor will provide City access to the DucknOwl's Platform, a talent
screening and assessment platform developed to help recruiters screen candidates efficiently. Exhibit "A,"
- Scope of Services more specifically describes the services to be provided, further referred to herein as the
"Services." Vendor will perform the Services in accordance with standards in the industry for the same or
similar services. In addition, Vendor will perform the Services in accordance with all applicable federal,
state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,
the terms and conditions of this Agreement control.
2. Term. This Agreement will begin on April 01, 2027 ("Effective Date") and will expire on
March 31, 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 five (1) one-year renewal options.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," -Price Schedule. Total annual compensation under this Agreement will not exceed
Ten Thousand Dollars ($10,000.00). 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.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 12
FT. WORTH, TX
Vendor agrees to submit an invoice to SupplierInvoices(a-)fortworthtexas.gov for the total annual compensation due.
City agrees to pay Vendor within thirty (30) days of receipt of accurate invoice. Under the Initial Term, the annual
compensation will provide the City with access to the DucknOwl's platform for a year, specifically from April 1,
2027 to March 31, 2028.
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 Obligations 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 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 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 will promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 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 Services Agreement Page 2 of 12
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 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 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.
Section 6 will survive the expiration or termination of this Agreement.
7. Independent 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 subVendors. 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, Vendors and subVendors. 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 officers, agents,
servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees
or subVendor 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 or subVendor.
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 OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED 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 OR EMPLOYEES.
Vendor Services Agreement Page 3 of 12
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 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.
Section 8 will survive the expiration or termination of this Agreement.
9. 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
and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor will execute a
written agreement with Vendor referencing this Agreement under which sub Vendor 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.
Vendor Services Agreement Page 4 of 12
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
work 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, its employees, agents,
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 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 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 Requirements
(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.
Vendor Services Agreement Page 5 of 12
(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.
(t) 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. Compliance with Laws. Ordinances. Rules and Regulations. 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 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,
subVendors 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, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices, Notices required pursuant to the provisions of this Agreement will be conclusively
determined to have been delivered when (1) hand -delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY:
City of Fort Worth
Attn: Dianna Giordano, Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
To VENDOR:
Seven Stars Services LLC dba Simpalm
Dr. Piyush Jain, CEO
5640 Nicholson Lane
North Bethesda, MD 20852
Vendor Services Agreement Page 6 of 12
Facsimile: (817) 392-8654 Facsimile: 301-825-5351
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of EmUloyees. 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.
18. SeverabiHi j.. 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 Parry'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 form of notice required
by this section will be the same as Section 13.
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.
Vendor Services Agreement Page 7 of 12
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
Exhibits A, B, and C.
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 Nationality Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form (1-9). 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 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, SUBCONTRACTORS, AGENTS, OR LICENSEES.
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, created, published, displayed, and/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 Authority_. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose
Vendor Services Agreement Page 8 of 12
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
28. Change in Company Name or OwnershiU. 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 Boycott oflsrael. 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" has 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.
30. 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.
31. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 9 of 12
CITY OF FORT WORTH:
Dianna Giordano (Mar 30, 2026 10:42:10 CDT)
ame: Dianna Giordano
itle: Assistant City Manager
Date: 03/30/2026
PROVAL RECOMMENDED:
ame: Kristen Smith
itle: Human Resources Director
an4
TTEST:
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C`� °acaq`nt�°n°xa° psaa
ame: Jannette Goodall
VENDOR:
Seven Stars Services, LLC dba Simpalm
Date: 03/25/2026
By:
Name: Dr. Piyush Jain
Title: CEO
ONTRACT COMPLIANCE MANAGER:
signing, I acknowledge that I am the person
)onsible for the monitoring and administration of this
tract, including ensuring all performance and
:)rting requirements.
ame: Victor Escobedo
itle: Human Resources Manager
AS TO FORM AND LEGALITY:
ame: Keanan Matthews Hall
itle: Sr. Assistant City Attorney
ONTRACT AUTHORIZATION:
[&C: N / A
arm 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 15 of 15
EXHIBIT A
SCOPE OF SERVICES
DucknOwl's provides a platform that drastically reduces the demands of screening candidates by effectively
and efficiently whittling the number of candidates down based on their match for the job and comprehensive
assessments all determined by the client's criteria. Essentially, through the click of a couple buttons,
recruiters are left with a prioritized list of candidates ranging from best to least appropriate candidates, fully
supported by data that would otherwise take days, if not weeks, to complete. This allows recruiters to send
their clients a shortlist of the best talent based on the client's criteria in a timely manner and fully supported
by data. Essentially, the recruiter's clients are produced with a list of the best talent that they can now go
and set up personal interviews with.
Products and Services Offered:
• Resume Screening of Applicants: instantly sorts resumes and presents a ranked list of
candidates within seconds.
• Video Screening of Applicants: Evaluate soft skills using prerecorded video interviews
and easily share results with your team.
• Technical Skill Assessments: Select from DucknOwl's test library or upload custom
assessments to validate candidate capabilities.
• Audio Screening of Applicants: Conduct structured audio interviews as an efficient
alternative to traditional phone screenings.
• Video Texting: Send recorded video messages to applicants to provide job information and
improve engagement.
- System Integration: Integration with or the City's current Applicant Tracking System
(ATS).
• "Think Time" Feature: Hide screening questions and allow candidates a designated time
to prepare responses, helping simulate a more natural, in -person interview experience.
• Custom -Branded Video Messaging: Send video communications featuring the City's
branding for a more personalized candidate experience.
- Unlimited Resume Uploads: This plan allows users to upload an unlimited number of
resumes. DucknOwl's proprietary algorithm screens applicants based on criteria established
by the user.
• Flexible Service Expansion: Additional related services, features, or modules may be
added at the City's request, subject to funding availability and within the overall scope of the
agreement, without requiring a formal contract amendment.
Vendor Services Agreement Page 15 of 15
EXHIBIT B
PRICE SCHEDULE
IS-Impalm
Main Office: 11821 Parklawn Drive, North Bethesda, Suite 130, MD 20852, Phone: 301-825-5351
www.simnalm.com
DOTE
1. Cost: Simpalm will charge $5500/year and below is the detailed of plan
• Unlimited Jobs
• 6 Users
• Unlimited Custom tests upload
• 22,000 Resumes
• 1500 Screenings (Video/Audio Screening or Technical Screening or combination)
• Think time
• No ATS Integration fee
• Unlimited Notes
• No fee for Custom Branding
• Unlimited Profile Sharing with screening results
• Profile Rating
• Email notification
• iOS Mobile app
• Gold tier of customer support
• Analytics
2. Who's Simpalm's main point of contact?
• Piyush Jain, CEO; piyush@simpalm.com
• Vikram Seth, Sr. Director; vikram@simpalm.com
1
11821 Parklawn Drive, North Bethesda, Suite 130, MD 20852, Phone: 301-825-5351
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Seven Stars Services LLC dba Simpalm
Subject of the Agreement: Access to DuckOwl Platform a talent screening and assessment platform
developed to help recruiters screen candidates efficiently.
M&C Approved by the Council? * Yes ❑ No M
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 0
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No 0
If unsure, see backpage for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: April 1, 2027
If different from the approval date.
Expiration Date: March 31, 2028
If applicable.
Is a 1295 Form required? * Yes ❑ No ED
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable. N/A
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 0 No ❑
Contracts need to be routed for CSO processing in the followingorder:
rder:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Requesting Department:
Name of Contract Manager:
Departmental Attorney:
Item or Service sought:
Goods:
Service:
Section 1: General Information
Human Resources
Kristen Smith
TBD
Regulatory Leave/ADA Administration
IN
0
Anticipated Amount: $215,000- Regulatory/Corporate Leaves and
$220,568- ADA Compliance (Leave & Accommodation)
Vendor: UNUM
Current/Prior Agreement for item/service: Yes ® No ❑
CSC or Purchase Order #: N/A
Amount:
Projected M&C Date: TBD
How will this item or service be used? Outsourcing of all regulatory leave and related
compliance programs (ADA leave and accommodations)
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: Unum will provide third -party administration and regulatory compliance
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services related to: Family and Medical Leave Act (FMLA,) eli ig bility determinations FMLA
designation and compliance documentation Americans with Disabilities Act (ADA) interactive
process support Case -specific accommodation analysis Medical certification review and
sufficiency evaluation Federal regulatory interpretation and application Compliance reporting
and risk mitigation _ guidance
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
® A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
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under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
❑ Services performed by blind or severely disabled persons;
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. The City's procurement ofUnum's
leave/Absence administration and ADA regulatory compliance support qualifies as professional
services because the scope requires specialized knowledge in assessing functional limitations and
restrictions, supporting interactive -process documentation, and providing medically -informed
guidance related to return-to-work/fitness-for-duty and ongoing leave determinations. These
services require individualized review of employee circumstances, interpretation of federal
statutes and regulations, and application of professional judgment to fact -specific situations.
Unum utilizes trained leave management and compliance professionals, and where appropriate
clinical staff, to review medical certifications and perform individualized compliance
determinations. The work involves legal -regulatory analysis, documentation assessment, and
high level decision support — not simply clerical processing. The reviews are typically
performed by Leave management specialists Disability/benefits claims examiners Compliance
analysts Sometimes legal or regulatory compliance staff. Nurses (RN/LVN) may review medical
certifications for medical sufficiency or clarification, but are not performing robust patient
services. Physicians are generally not conducting the primary leave determination unless it
involves disability underwriting, appeal reviews, or complex medical determinations. Similarly,
this determination does not require dedicated patient care/services and is made based on review
of documentation/assessments conducted by others.
Section 3: Claimed Sole -Source Exemption and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that are available from only one source because of patents, copyrights, secret processes,
or natural monopolies;
❑ films, manuscripts, or books;
❑ gas, water, and other utility services;
❑ captive replacement parts or components for equipment;
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❑ books, papers, and other library materials for a public library that are available only from the
persons holding exclusive distribution rights to the materials; and
❑ management services provided by a nonprofit organization to a municipal museum, park, zoo,
or other facility to which the organization has provided significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Click or tap here to enter text.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
Click or tap here to enter text.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Leave
administration is a niche market, typically procured through a benefits broker, in conjunction
with other benefit programs. This professional service is an extension of leave benefit insurance
offerings.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? NYes ❑No.
Was there anything attached to this form that was relied on in making this determination?
❑Yes NNo.
If yes, please explain: [DESCRIBE ATTACHMENTS CONSIDERED]
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes NNo.
If yes, please explain: [EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Approved By:
4m. A. wlta Date: 3.3.26
Amarna Muhammad / Jordan Alvarez
Assistant City Attorney
Page 4 of 6
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
• PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the
public health or safety of the municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first -responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
• UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage
to public machinery, equipment, or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
• PERSONAL, PROFESSIONAL, OR PLANNING SERVICES
Personal services are ones that are unique to the individual providing them. Therefore,
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. While there is no universal definition of this term, "several cases suggest that
[these types of services are] `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray
Water Co., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas
Attorney General has also opined that "professional services" no longer includes only the
services of lawyers, physicians, or theologians, but also those members of disciplines
requiring special knowledge or attainment and a high order of learning, skill, and
intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
• SOLE SOURCE — A procurement for items available only from one source
This exemption is commonly referred to as the sole source exemption. The fact that the
vendor in question has the best price or can meet our timing needs does not make a purchase
of a good or service available from only one source. A sole source does not exist solely on
the basis of personal or departmental preference or a desire to keep all units the same brand
or make. The information needed to support this exemption is documentation showing that
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no other provider can provide the service or category of good except for the vendor you
are proposing. Some examples of sole source purchases include (i) service agreements
when only one vendor is authorized to work on the equipment by the manufacturer and
allowing another vendor would void the warranty and (ii) purchase of a good that is
copyrighted or trademarked and only provided by one vendor.
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