HomeMy WebLinkAboutContract 45025 City Secretary Contract No 100
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is made and entered into by and between
the CITY OF FORT WORTH (the"City"), a home rule municipal corporation situated in portions of Tarrant,
Denton and Wise Counties, Texas, acting by and through, Charles Daniels, its duly authorized, Assistant
City Manager, and ROBERT Ni LP INTERNATIONAL IN�C., through its division Robert Half Management
Resources ("Consultant""), a Delaware corporation, with offices at 1300 Summit Ave., Suite 512, Fort
Worth,, TX 76102 ("Branch,").
CONTRACT DOCUMENTS:
The Contract Documents shall include the following in order of precedence:
This Professional Services Agreement
Statement of Work—Exhibit A
Exhibit B—Payment Schedule andi Rates
Exhibit C—Non-,Disclosure Agreement
Exhibit D—Network Access,Agreement
Exhibit E—Work Verification Form
All Exhibits shall ble attached and incorporated into the Professional Services Agreement for all purposes
herein.
I. SCOPE OF SERVICES.
Consultant hereby,agrees to provide the City with temporary staffing services for the purpose of assisting
City with City 1:s performance of designated audits and review of City processes, procedures and contracts
for HUD funded programs administered by the City I s Housing and Economic Development Department
(HEDDi). Attached hereto and incorporated for all purposes incident to this Agreement are Exhibit "AI"l
Statement of Wort ,l more specifically describing the services to be provided hereunder. The term
Consultant, shall include Consultant, its officers, employees, temporary employees, or any individuals who
provide services to the City pursuant to this Agreement (however, in each case, only in their capacity as
representatives of Robert Half International Inc.). The term "City 11 shall include its officers,, agents,
employees, directors, and authorized representatives.
2. TERM.
This Agreement shall commence upon the last date, executed by the parties and! shall expire on February
281 2014 ("Expiration Date")— unless terminated earlier in accordance with the provisions of this Agreement.
3. COMPENSATION.
The City shall play Consultant an amount not to exceed $40,0010.00, ("Not-to-Exceed Amount") in
accordance with the provisions of this Agreement and the Payment Schedule and Rates attached as
Exhibit 1113,1" which is incorporated, for all purposes herein. Consultant shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the
additional costs for such services, The City shall not be liable for any additional expenses of Consultant not
specified by this Agreement unless the City first approves such expenses in writing.
Notwithstanding anything to,the contrary in this Agreement(including Exhibit B)l: (i) Consultant shall have no
obligation to continue performance of the services once the Not-to-Exceed Amount has been attained; (ii)
City shall have sole responsibility,for monitoring fees charged in relation to the Not-to-Exceed Amount; i(iii)
City will either terminate the assignment or increase the blot-to Exceed Amount prior to attainment of the
Not-to-Exceed Amount; and (iv) City shall be responsible for payment for all authorized services provided
under this Agreement (including charges, in excess of the N,of-to-Exceed Amount) in the event City fails to,
notify Consultant of termination of the assiginment or fails to increase the Not-to-Exceed Amount.
Professional Services Agreement
Robert Hialf Management Resou�rces
Page 1 of 18
L I
RECEIVED OCT
..........__............................ ............
City Secretary Contract No.
4. TERMINATION,
4.1. Convenience.
The City or Consultant 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-app[gpriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments
due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last
day of the fiscal period for whlich appropriations were received without penalty or expense to the pity 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, the City shall pay Consultant for
services actually rendered up, to the effective date of terrnination and Consultant shall continue to provide
the City with services requested, by the City and in accordance with this Agreement up to the effective date
of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any known
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event
that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees to
immediately make full disclosure to the City in writing.
Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information
provided to it by the City as confidential and shall not disclose any such information to a third party without
the prior written approval of the City. consultants s obligations to maintain the confidentiality of information
provided to it by the City shall be further, set forth in Exhibit "C," Non-Disclosure Agreement,, which is
attached, hereto and incorporated herein for all purposes. Consultant shall store and maintain City
Information in a secure manner and shall not allow unauthorized users to access, modify, delete or
otherwise corrupt City Information in any way. Consultant shall notify the City immediately if it becomes
aware or shou,ld reasonably be aware that, the security or integrity of any City information has been
compromised or is believed to have been compromised.
City will maintain the confidentiality of information provided to it by the Consultant to the extent permitted
by applicable law. However, Consultant understands and acknowledges that the City, is a public entity
under the laws of the State of Texas, and as such, all documents held by the City may be subject to
disclosure under Chapter 5,512 of the Texas Government Code.
6. RIGHT'T'O AUDIT.,
Consultant agrees that the City shall, until the expiration of three (3) years after termination or expiration,of
this contract, have access to and the right to examine at reasonable times, any directly pertinent books,,
documents, papers, working papers and records of the consultant involving transactions relating to this
Contract at no additional cost to the City. Consultant agrees that the City shall have access, during, normal
working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3) years after termination, or
expiration of this contract, have access to and the right to examine at reasonable times any directly
Professional Services Agreement
Robert Half Management Resources
Page 2 of 18
................... ............................. ...................... .......................
City Secretary Contract No.
pertinent books, documents, papers, working papers, and records of such subcontractor involving
'transactions related to the s,ubcontract,, and further that City shall' have access during normal working
hours to all subcontractor facilities and shall be provided adequate a,nd appropriate work space in order to
conduct audits in compliance with the provisilo,ns, of this paragraph. City shall give subcontractor
reasonab�le notice of intended audits.
7. INDEPENDENT CONTRACTOR.
City agrees to provide Consultant's temporary employees with direction in accordance with the applicable
Statements of Work attached as Exhibit A, while the temporary employees are providing services.
However', it is expressly understood and agreed thiat Consultant shall operate as an independent
coin�tractor as, to all rights, and pri!vile�ge�s granted herein, and not as age�nt, representative or employee of
the City. Subject to and in accordance with, the conditions and provisions of th�is Agreement, Consultant
shall have the exclusive right to, control the, work of its employees and be solely responsible for the
negligent acts and omissions or willful misconduct of its officers, agents,, servants, employees, contractors
and subcontractors in performance of this, Agreement. Consultant acknowledges that the doctrine of
respondeat superior shall not apply as, between the City, its officers, agents, servants and employees, and
Consultant, its officers, agents, employees, servants, contractors ainid subcontractors. Consultant further
agrees, that nothing herein shall be construed as the creation of a partn�ers,hip or joint enterprise between
City and Consultant. lit is further understood that the City shall in no way be considered a Co-employer or a
Joint employer of Consultant or any officers, agents, s,ervaints, employees or subcontractors,of Consultant.
Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be
entitled'to any employment benefits from the City. Consultant shal,l 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
subcontractors.
As an Independent Contractor for the City of Fort Worth Office of the City Auditor (OCA), Consultant shall
perform all work assignments without direct supervision from Internal Audit Depa,rtmient staff and/or
management. Consultant shall remain the legal employer of its temporary personnel placed with City for all
purposes. Consultant will manage all employment aspects of the Consultant's employees assigned to Cityy
including hiring, employment-based couinseli,ng, terminations, salary review, performance, evaluations, work
schedules, orientation and placeme�nt. Subject to Section 30 of th�is Agreement, Consultant has the right to
reassign temporary personnel assigned to the City. Consultant shall be solely responsible for the payment of
wages to 'the Consultant employees, for work performed on assignments hereunder, and will be solely
responsible for withholding federal, state, and local income taxes, paying social security taxes,
unemployment insurance in an amount and under such,terms as required by state law.
8. LIABILITY AND INDEMNIFICATION,,
CONSULTANT SHALL BE, LIABLE AND RESPONSIBLE, FOR ANY AND ALL PROPERTY LOSS,,
PROPERTY DAMAGE AND/OR BODILY INJURY, INCLUDING DEATH, TO ANY AND, ALL PERSONS,
OF' ANY KIND OR CHARACTER, TO THE EXTENT CAUSED BY' THE NEGLIGENT ACT(S�) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES, IN PERFORMANCE,OF THIS AGREEMENT.
CONSULTANT COVENANT'S AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE, CITY, ITS OFFICERS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST THIRD PARTY CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT#S BUSINESS AND ANY RESULTING
LOST PROFITS) AND/OR BODILY INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARIS,ING, OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF'CONSULTANT, ITS:OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING,, BUT NOT
Professional Services Agreement
Robert Half Management Resources,
Page 3 of 18
.......... ..........................
City Secretary Contract No.
LIMITED TO, SECTION 1,2 OF THE MAIN, BODY OF THIS AGREEMENT), CONSULT NT SHALL NOT
E LIABLE OR RESPONSIBLE FOR, OR HAVE ANY DUTY OF INDEMNIFICATION FOR, ANY Y LOSS,
DAMAGE, INJURY, CLAIMS OR LAWSUITS RESULTING FROM THE NEGLIGENCE OR
INTENTIONAL N ITI AL MlISCON" U,CT OF THE CITY, ITS OFFICERS,SERVAN'T'S, OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.,
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City.. It the City grants consent to an assignment, the assignee shall'
execute a written agreement with the City and the Consultant under which the assignee agrees to be bound
by the duties aund obligations of Consultant under this Agreement. The Consultant shall be liable for all
obligations under this Agreement prior to the assignment. If the City grants, consent to a subcontract, the
subcontractor shall execute a written agreement Frith the Consultant referencing this Agreement under
which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
Agreement as such duties and obligations may applly. The Consultant shall be liarbile for actions of the
subcontractor to the extent Consultant wouild be liable if such services were performed by the Consultant.
10. INSURANCE.
Consultant shall provide the City with certificates of insurance documenting policies of the following
minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this
Agreement:
10.1 Covers and Limits
a, Commercial General Liability
$1,000,000 Each Occurrence
$1,,000,000 Aggregate
b Autolmobile Liability
$1 1000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives ire
the course of the providing services under this Agreement. `Any vehicle" shall be, any vehicle
crowned, hire and, non-owned
c "'Worker's Compensation- Statutory limits
Employer's liability
00,000 Each accidentoccurreince
$100,000 Disease _per each employee
$50011000 Disease- policy liim......,,it
This coverage may be written as follows*
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 . 1.01 et seq. Tex. Rev. { iv.
Stet.), and minimum policy limits for Employers' Liability of $100,0010, each accident/occurrence,
$500,000 bodily injury disease policy limit and $100,000 per disease per employee
d professional Liability Errors& Omissions
$1,000,000 Each Claim Limit
,000,000 Aggregate Limit
Professional Liability (Errors & Omissions) coverage may be provided through an endorsement to
Professional Services Agreement
Robert Half Management Resources
Page 4of18
City Secretary Contract No.
the Commercial General Liability (CGL) policy, or a separate policy specific to Professional Liability
E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-
made, and maintained for the duration of the contractual agreement and for two (2) years,following
completion of services provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its employees,
officers, officials,, agents, and representatives in respect to the contracted services.
(b) The workers' compensation policy shall include, an alternate employer endorsement in favor of the
City of Fort Worth.
(c) Consultant shall provide as minimum, of thirty (301) days' notice of cancellation of coverage to the
City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice
shall be sent to the Risk Manager, City of Fort Worth, 10,00, T h rock morton, Fort Worth, Texas
761012, with copies to the 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-V1 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 approvail of Risk Management is required.
(e) Any failure on the part of the City to request required insurance documentation s,ha,lil, not constitute a
waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be
delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11.1 COMPLIANCE WITH LASS ORDINANCES RUI ILES AND REGULATIONS.
2 j
Consultant agrees to comply 'with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rubs or regulations, to
the extent required by applicable law, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMI NATION COVENAN'T.
Consultant, for itself, its personal representatives, assigns, subcontractors, and successors in interest as
part of the consideration herein, agrees that in the performance of Consultant J;s duties and obligations,
hereunder, it shall not, in violation of applicable law, discriminate in the treatment or employment of any
individual, or group of individuals on any basis, prohibited by law. If any third, party claim arises from an
alleged violation of this non-discrimination covenant by Consultant, its personal reIpiresentatives, as,s,i,gin,s,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. NOTICES,
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic, confirmation of the transmission, or (3) received
by the other party by United, States Mail), registered, return receipt requested, addressed as follows-
Professional Services Agreement
RoIbert Half Management Resources
Page 5 of 1,8
City Secretary Contract No.
TOTHE CITY-
City of Fort Worth
Attn: Office of'City Auditor
1000 Throckm,orton
Fort Worth TX 76102-6311
Facsimile- (817) 392-8654
With a copy to.-
City Attorney
At the same address
TO CONSULTANT:
Name- Robert Half International Inc.
Attn- Regional anager
Address: 1300 Summit Ave.,
Suite 512, Fort Worth, TX 76102
Facs,imile- 17) 870-1278
With a copy to
Robert Half International Inc.
2613 Camino Ramon
San Ramon, CA 914583
Attn- Client Contracts Department
14,., SOLICITATION OF EMPLOYEES.
The Robert Half Management Resources division of Consultant's Branch shall not, during the term of this
agreement and additionally for a period of one year after its termination, solicit for employment, whether as
employee or independent contractor, any person who is or has been employed by City during, the term of
this Agreement, and provides or provided the same or similar services as the Consultant, without the prior
written consent of City. For purposes of this Agreement, ti solicit" does not include contact resulting from
indirect means such as public advertisement, placement firm searches or similar means not directed
specifically to an individual.
15. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of
its governmental powers,.
116. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of thiis,
Agreement or to exercise any right granted herein, shall not constitute a waiver of the City's or Consultant's
respective right to insist upon appropriate,performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE,.
This Agreement shall be construed in accordance with the laws of the State of Texas., If any action, whether
real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie
in state courts located in Tarrant County, Texas or the United States District Court for the Northern District.
of Texas, Fort Worth Division.
18. SEVERABIL,ITY.
0,
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provis,ionis, shailil, not in any way be affected or impaired.
Professional Services Agreement
Robert Half Management Resources
Page 6 1 of 18
City Secretary Contract No.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance d,ue to
force majeure or other causes beyond their reasonable control (force majeure), including,, but not limited to,
complianc,e with any government la v, ordinance or regulation, acts of God!, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20., HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall, not be deemed, a part
Cif this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised, this Agreement and
that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation,of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon either party hereto unless such amendment, is set
forth in a written instrument, which is executed by an authorized, representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto, and any documents incorporated
herein by reference, contains the entire understanding and agreement between the City and Consultant,
their assigns and successors in Interest, as to the matters,contained herein.Any prior or contemporaneous
oral or written agreement regarding the subject matter herein is hereby superseded to the extent in conflict
with any provision of this Agreement.
24. 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. The other party is fully entitled, to rely on this
warranty and representation in entering into this Agreement.
25. NETWORK ACCESS.
If Consultant requires access to the City's computer network in order to provide the services herein,
Consultant shall execute the Network Access Agreement which, is attached hereto as Exhibit "C"' and
iincorpoirated, herein for all purposes.
26. REFERENCE CHECKS.
Consultant shall be fully and sollelly responsible for verification of minimum skill level and any applicable
experience of any individual assigned to provide services under this Agreement only by performing
reference checks as provided herein. No individual shall be assigned to provide services unless such
individual meets the minimum skill level required and requested by the City to perform the associated
services as set forth in the applicable Statement of Work. Consultant only checks, references only by asking
specific questions to select past employers with regard to skills and work history before placing an individual
on his or her first assignment.
Professional Services Agreement
Robert Half Management Resources
Page 7 of 18
City Secretary Contract No.
2,7., WARRANTIES.
Consultant warrants that all work performed by its employees under this Agreement will be by employees
who have the skills requested by City to competently complete the respective assignment as described in
the applicable Statement of Work and that such work shall be in accordance with industry standards.,
Consultant makes no other warranties, express or implied.
28. NO DELIVERABLE,S.
Notwithstanding any language to the contrary contained in this Agreement or attachment hereto with regard
to fixed-price, defiverables, acceptance of deliverables, or milestones, Consultant shall be compensated on
an hourly basis only in accordance with the hourly fees set forth in Exhibit , Payment Schedule.
29. SCOPE.
Services under this Agreement shall be provided by Robert Half Management Resources, a dlivision of
Robert Half International Inc. Th,is, Agreement is only applicable to, and the only Consultant branch and
division obligated under this Agreement is the Robert Half Management Resources division of the Fort
Worth TX branch. Notwithstanding, the foregoing, Robert Half International Inc. is Consultant's corporate
entity and shall be liable for all obligations of the Robert Half Management Resources division of the Branch,
hereunder.
30. SUBSTITION OF TEMPORARY EMPLOYEES.
(a) If City determines that any employee of Consultant does not meet the qualifications needed, has not
followed applicable safety or accounting standards or for any other reason is unable to complete the
assignment to the satisfaction of the City, City will direct Consultant, to remove Consultant's
employee immediately. City shall have the option of terminating the services immediately or
requesting a substitute employee for the assignment. If Consultant is unable to provide a
satisfactory substitute employee within seven (7) business days, the City may terminate the services
without penalty,to the City.
(b), If the employee no longer provides services for Consultant, Consultant shall have up to seven (7)
business days to replace the employee,with a substitute satisfactory to the City. Consultant shall use
its best efforts to provide a substitute employee at the same or comparable skill level. If the
Consultant is unable to provide a satisfactory substitute employee within seven (7) business days,
the City may terminate the services without penalty.
(c) Except when an employee leaves Consultant's employment, Consultant may not remove an
employee from a project without prior written consent of the City.
(d) Upon any termination or substitution of an employee prior to completion of the assignment,
Consultant is responsible for retrieving all access cards, files, and all other property and security
devices,that may have been issued to Consultant's employee by the City and to deliver the items to
the City.
31. CITY OWNERSHIP OF WORK PRODUCT
Consultant acknowledges and agrees that any, and all analyses, evaluations, reports, memoranda, letters,
ideas, processes, methods,, programs and manuals that were developed, prepared, conceived, made or
suggested by the Consultant and/or its employees for the City pursuant to this Agreement, including all such
developments as are originated or conceived for the City during the term of this Agreement and that are
completed or reduced, to writing hereafter (the "Work Product"'), will be and remain a work for hire and the
exc,lu,sive property of the City. All rights, title and ownership interests, including copyright, which Consultant
and/or its employees may have in any Work Product or any tangible media embodying such Work Product
are hereby assigned to the City. Consultant for itself and on behalf of its er-riployees, waives, any property
interest in such Work Product.
Professional Services Agreement
Robert Half Management Resources
Page 8 of 1,8
City Secretary Contract No.
32. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR DAMAGE
FOR BODILY INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY CONSULTANT;
CONSULTANT"S MAXIMUM LIABILITY UNDER THIS AGREEMENT' SHALL NOT EXCEED TWO
MILLION DOLLARS ($2,0007000.00).
33. LIMITATIONS ON JOB DUTIES
City shall not require a temporary employee (i) to perform services outside of the scope of his or hiler
assignment, (ii) to sign contracts or statements (including SEC documents), (iii) to make any management
decisions, (iv) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any
negotiable instruments or valuables, (v,) to operate machinery (other than office machines) or automotive
equipment, or (aril) to perform services remotely (e.g. on premises other than the City's premises), or to use
computers, software or network equipment owned or licensed by the temporary employee. Since Consultant
is not a professional accounting firm, City agrees that it will not require Consultant's temporary employees
(a)to render an opinion, on behalf of Consultant or on City's behalf regardinig financial statements, (b)to sign
the name of Consultant on any document or (c) to sign their own names, on financial statements or tax
returns.
Executed in multiples,this the day of
42Y
ACCEPTED AND AGREED: ACCEPTED A'N'D,AGREED-.;
CITY OF FOR WORTH- ROBERT HALF INTERNATIONAL
INC. EOE
By:
By*
10" low-
harles Daniels
Q01
nt City Manager F 01 Regional Vice Presi en
0 A. r
Date: .0 Date.,
0
soft :0
AT TES TTE:ST.
By:4 By
er,, Name:
City Secretary Title,.
ElDrt 0 FORM AND LEGALITY*
�om
7By* MN tA(
aleshia Farmer
Assistant&y Attorney
CONTRACT AUTHORIZATION:!*.,
M&C: Not required
Date Approved: N/A
OFFICIAL RECORD
rF F
Professional Services Agreement C
Roiblert Half Management Resources, CITY SECRETARY
Page 9 of 18 FT WORTHv TX
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
Consultant agrees to provide staffing services for completion of 2013 grant reviews of HUD funded
programs administered by the City's Housing and Economic Development Department (HEDD), in
accordance with the highest professional industry standards,.
This review will'consist of performing we program steps to gain reasonable assurance of the following:
Expenditures charged to the grant were allowable and adequately documented.
The sub-recipient has complied with federal and city requirements for the grant.
• The sub-recipient has adequate internal controls to achieve, program goals and properly monitor
Community Development Block Grant(CD G)funds.
The sub-,recipient maintains a financial management system designed to provide accurate, current,
and complete disclosure of financial results of programs, and provide records which adequately
identify the source and application of funds for grant activities.
The sub-recipient has a process for recording and tracking progress on, attainment of program
goals,, objectives and outcomes.
Findings, and concerns from current and past audits (including those in most recent A-133, Audit)
have been adequately addressed.
Monitoring efforts have been performed and documented by HEDD staff.
Office of the City Auditor (OCA)i staff will provide "boilerplate" work programs that are used for all grant
reviews. Consultant is expected to notify OCA management of any issues and/or s,itulations,that may impact
its completion of the grant reviews. Any significant issues and/or probierns noted, during the review process
should also be discussed with OCA management to ensure the City receives the end product contracted for
pursuant to this Agreement.
In order to ensure the confidentiality of sub recipient and City owned data and information, Consultant sh'all,
utilize an OCA laptop computer for preparing and storing electronic work papers. These computers do not
allow for"wireless"" Internet capabilities and all data will be encrypted to protect the data and information. It is
understood that all information and data collected and utilized, during the audit project is the property of the
City of Fort Worth O,CA; 'therefore,, it may not be used for any personal use; nor disclosed to anyone other
than City of Fort Worth OCA management.
Professional Services Agreement
Robert Half Management Resources
Page 10 of 18
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE AND RATES
Consultant's em loyees assigned under this Agreement will submit a "Work Verification Form" in the form of
Exhibit "E" for the City's approval at the end of each, week. The City's approval thereby will indicate its
acceptance of the services provided' in accordance with this Agreement. City will be billed, monthly for the
total hours worked by Consultant's employees. Invoices are due and payable within thirty (30) days of
receipt of the invoice.
Total payments under this Agreement shall not exceed$40,01010.00,
The hourly bill rate for the assignment set forth in Exhibit A hereto: Grant reviews of HUD,funded programs
administered by the City's Housing and Economic Development Department (HEDD); shall be $55.80 per
hour., Overtime hours:, if any, shall be billed at 1.5 times the regular hourly rate.
Professional Services Agreernent
Robert Half Management Resources
Page 11 of18
City Secretary Contract No.
,EXHIBIT C
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is entered into and effective as of the effective date of the Professional Services
Agreement to which it is attached (Effective Date) between CITY OF FORT WORTH ("CITY") a home rule
municipal: corporation organized under the laws of the state of Texas, and ROBERT HALF
INTERNATIONAL INC.,1 through its division Robert Half Management Resources ("Consultant") a
Delaware corporation, with offices at 1300 Summit Ave., Suite 512, Fort Worthl TX 76102 ("Branch:"),,
collectively referred to as the parties' and in�dividualll1'y as a&4 party.,31
1 City and Consultant intend to disclose to each other information:, which may include confidential
information, for the purpose of providing staffing augmentation services. The term "Con�fidential
Information'' will mean any information or data which is disclosed by a party to the other party Linder
or in contemplation of the stated purpose and which (a) if in tangible form or other media that can be
converted to readable,form, is clearly n arl edl as proprietary, confidential or private when disclosed,
or (b) if oral or visual, is identified as proprietary, confidential or private at the time of disclosure.
Confidential Information may be either the property of the disclosing party or information provided by
disclosing
a corporate affiliate of the disclosing party or athird party. Disclosures under this Agreement may be
made from the Effective Date of this Agreement until termination of the Professional Services
Agreement to which this Agreement is attached,: unless extended in a writing signed by both parties.
2. For all Confidential Information, the recipient will.-
(a use the Confidential Information only for the stated purpose,
(b) restrict disclosure of'the Confidential Information solely to those employees, consultants or
agents,of such party with a"need to know"' and not disclose,it to third parties without the
prior written consent oft he disclosing party;
(c) advise those employees, consultants or agents who gain access to Confidential Information
of their obligations regarding the Confidential Information;
(d) make only the number of copies of the Confidential Information necessary to disseminate
the information to those employees who are entitled to have access to it, and ensure that all
confidentiality notices set forth on the Confidential Information are reproduced in full on
such copies; and
(e) safeguard the Confidential Information with the same degree of care to avoid unauthorized
disclosure,as recipient uses to protect its own confidential and private information:
(f) notify disclosing party immediately upon discovery of'any unauthorized use or disclosure of
Confidential I riformation or any other breach of this Agreement by recipient, its employees,1
consultants or agents,andl will cooperate with disclosing party,in every reasonable way to
help disclosing party regain possession of the Confidential Information and prevent its
further unauthorized disclosure or use. For purposes of this Agreement a need to know'
means that the employee, consultants or agents requires the Confidential Information in
order to perform his or her responsibilities in connection with the stated purpose.
3. The obligations of Section 2 above will not apply to any Confidential Information which-,
(a) is or becomes,available to the public through no,breach of this Agreement-
(bi) was previously known by the recipient without any obligation to hold it in confidence
(c) is received from a third party free to disclose such information without restriction;
(d) is independently de elopedi by the reciplient without the use of Confidential Information of
the disclosing party-,
(e) is approved for release by written authorization of the disclosing party, but only to the extent
of and subject to such conditions as may be imposed in such written authorization; or
is required to be disclosed pursuant to applicable law, rule, regulation or court order as set
forth in Section 12 below.
Professional Services Agreem�ent
Robert Half Management Resources
Page 12 of 18
City Secretary Contract Flo.
4. If the dlsclo
iinq party inadvertently fails to mark as proprietary, confidential or private information for
which It desires confidential treatment, it will so inform, the receiving party- the receiving party
thereupon will return the unmarked information to the disclosing party and the disclosing party will
substitute properly marked information. In addition, if the disclosing party,, at the time of disclosure,
inadvertently fails to identity as proprietary, confidential or private oral or visual information for which
it desires confidential treatment,, it will so inform the receiving party. The,receiving party"s obligations
under Section 2 in connection with information encompassed by this section will commence
upon notice from the disclosing party of the failure to prolperly mark or identify the Confidential'
Information.
5. Each party acknowledges its obligation to control access to and/or exportation of technical data
under the,applicable export laws and regulations of the United States, and each party agrees to
adhere to and comply with the laws and regulations governing any technical data received under
this Agreement.
6. Confidential confidentiallnformation including permitted copies, will be deemed the property of the disclosingi
party.. Thiel receiving partyl party will,within ten ' calendar days of a written request by the disclosing
party,, return all Confidential Information, including all copies, to the disclosing party or, if so directed
by the disclosing party, destroy all such confidential Information. The receiving party will also, within
ten o calendar days of a written request by the disclosing plarty,l certify in writing that it has
satisfied its obligations under this Section 6. The receiving party's obligations under Section 2 will
expire two 2 years,after return or destruction of the disclosing party's Confidential Information,.
7. both partiies agree that an irnpendiinq or existing violation of any provision of this Agreement would
cause the disclosing party irreparable injury for which it would have no adequate remedy at law, and
that the disclosing party will be entitled to seek immediate injunctive relief prohibiting such violation,
in addition to any other rights and remedies available to it.
8. Nothing contained in this Agreement or in any discussions undertaken or disclosures regardiing the
expiration of the confidentiality period stated in Section 6 will be deemed a commitment to engage in
any business relationship, contract or dealing with the other party. The parties acknowledge that in
the event that they develop, market and sell similar products and services nothing contained herein
is intended to limit a party's activities or dealings except as expressly provided herein with respect to
the disclosing party's confidential Information
9. No patent, copyright,, trademark or other proprietary right is licensed, granted or otherwise
transferred by this Agreement or any disclosure hereunder, except for the right to use such
information in accordance with thils Agreement. No warranties of any kind l are given for the
Confidential Information disclosed under this Agreement.
10. The term of this,agreement shall commence on the Effective late and shall continue until
Expiration of the confidentiality period stated in Section 6.
11. This Agreement may not be assigned by either party without the prior written consent of the other
party..Any assignment in violiation of this section wwilil be void. This,Agreement will be binding
upon the parties and their respective successors and assigns.
1 2. The provisions of this Agreement shall not prohibit a disclosure required by law or any court of
completent jurisdiction or any investigation of a governmental or regulatory body which is lawfully
entitled to require any such disclosure; provided that prior to such disclosure the receiving party
shall promptly notify the disclosing party of such requirement so that the disclosing party may
contest such disclosure and otherwise protect its interests in the tirmiing and content of such
disclosure. The receiving party will exercise reasonable efforts to help disclosing party obtain a.
protective order or other reliable assurance that confidential treatment wwrilll be accorded to the
Confidential Information. If a protective order or other remedy is not obtained, the receiving party
will furnish, only that portion of the confidential Information that the receiving party is legal'ly
Professional Services Agreement
Robert Half Management Resource
Page 13 of 18
City,Secretary Contract No.
re wired to disclose.
13. If any provision of this Agreement will be held invalid or unenforceable, such provision will be
deemed deleted from this Agreement and replaced by a valid and enforceable provision which so
far as possible achieves the parties intent in agreeing to the original provision. The remaining
provisions sions of this Agreement will continue in full force and effect.
14. If'either party employs attorneys to enforce any rights arising out of this Agreement, each party wil�l
i
be responsible for the payment of its own attorneys fees.
15. Each party warrants that it has the authority to enter into this Agreement and to lawfully make the
disclosures contemplated hereunder.
16. This Agreement represents,the entire understanding between the parties with respect to the subject
matter hereof and supersedes all prior communications, agreements, and understandings, with
respect to such subject matter. The provisions of this Agreement may not be modified, amended or
waived, except by a written instrument duly executed by both parties. This Agreement is only
applicable to; and the only Consultant branch or division ohligatedl under this Agreement is, the
Robert Half Management Resources division of the Fort Worth, TX branch. Notwithstanding the
foregoing, Robert Half International, Inc. shall be responsible for any liability or claim for which
Consultant is responsible hereunder, solely as provided for under the terms of this Agreement.
17. This Agreement may be executed in one or more counterparts, each of which will be deemed to
be an original and all of which, when taken together, will be deemed to constitute one and the
same agreement. Delivery of an executed counterpart of this Agreement by facsimile or any other
reliable means shall be effective for all purposes as delivery of a manually executed original
counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties
further agree that a copy produced from the delivered counterpart or electronic form by any
reliable means (for example, photocopy, facsimile or printed image) shall in all respects be
considered an original.
Professional Services Agreement
Robert Half Management Resources
Page 14 of 18
City Secretary Contract No.
EXHIBIT D
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreemeli is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal
location at 1000:Throckmorton Street, Fort Worth, Texas 761012, organized, under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and ROBERT HALF
INTERNATIONAL, INC.,, through its division Robert Half Management Resources ("Consultant" or
"Contractor" for purposes of this Network Access Agreement), a Delaware corporation, with offices at 1300
Summit Ave., Suite 5,12, Fort Worth, TX 761,02 ("Branch"), collectively referred to as the 'parties, and
individually as a 1I party."
I The Network., The City owns and operates a computing environment and network (collectively the
"'Network"). Contractor wishes to,access the City"s network in order to provide staff augmentation services.
In order to provide the necessary support, Contractor needs access to city's network and Internet, Intranet,
and email.
2. Grant of Limited Access., Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing staff augmentation services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are
hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
I Network Credentials. The city willl provide contractor with Network Credentials consisting of user
IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access
rights will autornatically expire one (1) year from the date of this Agreement. If this access is being granted
for purposes of completing services for the City pursuant to a separate contract, then this Agreement will
expire at the completion, of the contracted services, or upon termination of the contracted, services,
whichever occurs first. This Agreement will be associated with the Services designated below.
Ej Services are being provided in accordance with City Secretary Contract No.,
Services are being provided in accordance with City of Fort Worth Purchase Order No.
Services are being i provided in accordance with the Agreement to which this Access Agreement is
attached.
[j No services are being provided pursuant to this Agreement.
4. Renewal.- At the end of the first year and each year thereafter, this Agreement may be renewd
e
annuallly if the foillowing conditions, are met:
4.'1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
43 Within the thirty (30), days, prior to the scheduled annual, expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services,, Contractor shall
provide the City with a current list of officers, agents,, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of'this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or repiresentatives, may,
not share the city-assigned user ICs and passwords. Contractor acknowledges, agrees and hereby gives its
authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
complliance with this Agreement. A breach by Contractor, its officers, agents) servants, employees or
Professional Services Agreement
Robert Half Management Resources,
Page 15,of 18,
City Secretary Contract No.
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access
to the Network and Contractor's Data,, terminate the Agreement, and pursue any other remedies that the
City may have under this Agreement or at law or in equity.
51.11 Notice to Contractor Personnel — For purposes of this section, Contractor, Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services,to the City under this
agreement;of the following City requirements and restrictions regarding access to the City 11 s NetworlI
(a) Contractor shall be responsible for any City-,owned equipment assigned to Contractor
Personniel,I and will immediately report the loss,or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect Cilty-issued passwords and shall not allow any third party
to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described 'n,the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any non-
City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City
I
(h) A Network user ID may be deactivated when the responsibilities, of the Contractor,
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the city. Upon
termination of this Agreement, Contractor agrees to remove entirely any client or communications software
provided by the City from all computing equipment used and owned by the Contractor, its officers, ageInts,
servants, employees and/'or representatives to access the City's Network.
7. Information: Securif Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the, Network credentials and l access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of as
breach or threat of breach which could compromise the integrity of the City's, Network, including but not
limited to, theft of Contractor-owned equipment,that contains City-provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City provided Network
credentials, and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY'OIF FORT WORTH.: ROBERT HALF INTERNATIONAL, INC.
Nw _0I
By: y
Z
B . ef
Ch%fttS niels
Assistant City Manager Regional
Date: Igo 0 Date*
ATTES I IROV F'OIRM AND LEGALITY:
Nn
By,
Ka I" MkAhi,5 Par er
If 100
City Secretary Assistant C*y erney
XIAS
Professional Services Agreement
Robert lHalf Management Resources OFFICIAL RECORD
Page 16 of 18 CITY SECRETARY
FTel WORTH,,TX
City Secretary Contract No.
EXHIBIT E
WORK VERIFICATION FORM
Name of Consultant:
Name of Personnel Assigned-
Audit Project#-
Date of Submission-
Nlumber of'Holuirs Worked:
Description of Wolrk,Completed.-
Comments,from City Audit Staff(if'needed)-
Work Approved
Work Not Approved,
Approved by Contractoc Approved by City:
Signature- Silgnature.,
Printed Name: Printed Name�-
Title: Title.-
Date- IDatie-
For City Use Only
Total'Contract Amount*
Approved Payment Amount:
(rate X hrs worked)
Remaining Balance:
Remaining Hours:
Professional Services Agreement
Robert Half Management Resources
Page 17 of 18
City Secretary Contract No.
Professional Services Agreement
Robert Half Management Resources
Page 18 of 18