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Contract 50579
!�r CITY SECRETARY CONTRACT N0. SM9- 41t,,Custorner Agreement for Robert Half Legal Consulting Solutions C C/1)r�Ihis Customer Agreement for Robert Half Legal Consulting Solutions (the "Agreement") governs transactions by which you City of Fort worth ("Client", "you", or"your') retain the Services of Robert Half International Inc., doing business through its division Robert Half Legal Consulting Solutions("RHL", "we", "us" or"our"), to assist you in meeting your consulting needs in connection with the Services(as defined below). This agreement will be effective as of March 30, 2018("Effective Date"). Part 1 -General 1.1 Definitions "Services"means the document review, data processing and such other services and tasks as may be identified during the course of this engagement, as more specifically described in a Statement of Work. "Project Space"means the leased premise as more specifically described in a Statement of Work. "Client Space"means the portion of space in the Project Space identified by RHL as Client Space. "Document Reviewers" means the project attorneys and paralegals who provide document review Services under a Statement of Work. "Project" shall the mean the Services provided in support of the project/engagement identified in the applicable Statement of Work. 1.2 Agreement Structure Additional terms for the Services are included in Statements of Work, a form of which is attached as Schedule A. In order to initiate a Service, the parties will execute a Statement of Work. If you request that we serve, and we agree to serve,as expert witnesses at trial,that work will be the subject of a separate Statement of Work. 1.3 Charges and Payments RHL will charge for the Services at the rates set forth in the Statement of Work, plus any out-of-pocket expenses. Client will approve a time sheet or electronic time record at the end of each week for Document Reviewers only; details for the services/time spent for all non-Document Reviewer personnel providing services shall be supplied monthly, in arrears. In addition to the time sheets Client shall be provided information via a weekly summary. The summary shall list all personnel, including Document Reviewers, performing Services, the hours of Services performed by each individual, and associated job titles. Client acknowledges and agrees that such information is provided to Client for Project evaluation, direction and quality control purposes and will be provided on a monthly basis. RHL will bill you monthly for the Services provided (e.g., total hours worked, by unit or other pricing metric set forth in the Statement of Work). RHL's invoices are due with 45 days of receipt, including applicable taxes all of which are payable by you. All Services performed in the United States will be invoiced and paid in U.S. Dollars. If an invoice is to be paid from an escrow fund, this Agreement constitutes your authorization for the release of the escrow funds effective immediately upon receipt of the invoice. Disputes concerning any charges on an invoice must be raised in accordance with Section 1.12 within 30 days of the invoice date but in no event at the conclusion of the Project should it be one of a duration less than 6 weeks. In the event that you fail to pay the invoice when due,you agree to pay all of our costs of collection, including reasonable attorneys' fees, whether or not legal action is initiated. Any charges on an invoice not disputed within 30 days of the invoice date will be considered accepted. RHL may, at its option, charge interest on any overdue amounts at a rate of the lesser of 1'/2% per month or the highest rate allowed by applicable law from the date the amount first became due. Client acknowledges and agrees that RHL shall have the right to suspend Services, without liability, for Client's failure to pay invoices within 60 days of date due. Client shall not have any right of access to or use of the data during any suspension period. Any costs incurred by RHL to maintain the data during any period of suspension shall be at the sole cost and expense of Client. To avoid suspension, in the event of a good faith dispute, Client may pay the invoices under protest, citing the reason(s) for its dispute and such action shall preserve Client's dispute but maintain its right of access to the data. Client shall have no right to the work product at the conclusion of the Project if fees were never paid for the applicable Project. RHL shall return only the original data in whatever form Client provided to RHL. The work product will be, at RHL's election, either 1) archived and inactive on the database; 2) copied on hard drive(s); 3) destroyed or 4) preserved in such manner as RHL determines in its sole discretion, and shall remain in RHL's possession until payment is made in full, a compromise is reached by the parties, or otherwise required to be produced in accordance with the law. RHL may increase rates provided under this Agreement to reflect company-wide pricing changes and rate modifications associated with customary promotions of engagement personnel and increases in our own costs of doing business, including costs associated with increased vendor charges and higher wages for workers and/or related tax, benefits and other costs. RHL will provide written or verbal notice of the increase in our rates. Any increase in our rates will be prospective, starting as of the effective date RHL specifies. You acknowledge that RHL's work is highly dependent on the availability of your personnel, other contractors of yours and other factors beyond the control of RHL. RHL will use commercially reasonable efforts to assist you in meeting any stated deadlines but you acknowledge that despite these efforts, due to such factors beyond RHL's control, any stated deadlines and timelines may not be met. A detailed schedule of expenses will be provided with each invoice. It is understood and agreed that if we are subpoenaed as the result of any work performed for you in connection with this Agreement, we will be compensated at the rates in the Statement of Work for our ti onding_to such subpoena(s)and that we will be reimbursed for any costs and expenses reasonably i icurred. ©Robert Half International Inc.,2017. All rights reserved. SMA"Mm /F/DN Version:February 7,2017 Page 1 of 5 CITY SECRETARY FT.WORTH: Tx, F RHL reserves the right to request a retainer in order to commence Services. Unless otherwise agreed upon by the parties, the retainer amount shall be 20%of total fees projected under an SOW. The retainer amount received by RHL from you is intended to be held and used for the final balance for the applicable Project but may be applied against any past due invoices after 30 days. In the event the retainer is used to pay past due balances, RHL reserves the right to request an additional retainer in order to continue Services. At the end of the applicable project, after deducting any final invoice amounts, any unused portion will be returned to you within 30 days of the termination of the applicable SOW. RHL will charge a monthly maintenance fee for any Client data that you request RHL to retain longer than three months past the end of the Project. Unless otherwise stated in the applicable SOW,the charge shall be $3.78 per gigabyte per month and shall begin accruing three months after the end of the Project. 1.4 General Principles of Our Relationship a. Each party will maintain its own workers' compensation insurance, commercial liability insurance and employer's liability insurance. In addition, RHL will maintain premises liability insurance. b. RHL will be responsible, to the extent applicable, for any workers' compensation insurance, withholding and unemployment taxes, state disability insurance or other payroll charges for its employees. c. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. d. You represent, warrant and agree that(a) you are not an eDiscovery services provider engaged in selling and/or licensing its own proprietary eDiscovery software review platform on a national basis, (b) you will not resell or assign any Service without RHL's prior written consent. Any attempt to do so is void, (c) RHL may use subcontractors to provide Services, and (d) your use of the eDiscovery software and infrastructure and document review platform provided by RHL, if any, is subject to the terms and conditions of the applicable agreement between RHL and its subcontractors. 1.5 Agreement Term This Agreement will continue for a period of two(2)years after the Effective Date, unless terminated earlier. Subject to the payment of any applicable fees specified in a Statement of Work (including termination fees), either party may terminate this Agreement or any Statement of Work without cause on thirty (30) days' written notice to the other, subject to the terms of the Statement of Work. Either party may terminate this Agreement or Statement of Work by providing two (2) weeks written notice if the other party does not comply with any of its material terms, provided the non-complying party is given written notice and reasonable time to cure such breach. Such notice must identify the noncompliance on which termination is based. Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, including the payment obligations set forth in Section 1.3 above, and apply to each party's respective successors and assignees. 1.6 Warranties RHL makes no warranty, either express or implied, including,but not limited to, (i)any warranty of quality, performance, merchantability or fitness for any purpose with respect to any Services performed or any work product or goods provided and (ii) any warranties relating to the Project Space, the building in which it is situated, and the building services associated with the Project Space(e.g.,the physical and logical security of the building(including the security of any internet connections provided in connection with the Project Space)). In addition,the ultimate responsibility(i)as to the accuracy and sufficiency of RHL's approach and the processes used by RHL, (ii) for providing RHL with appropriate and sufficient document review guidelines, instructions, management and performing quality assurance reviews of the Services and(iii)for the nature, extent and timing of RHL's procedures performed, in each case, rests with you. You also have the sole responsibility for the final review and approval of the Services and any work product created by the Services, including review and coding/tagging of documents by Document Reviewers. You must inform RHL of any issues with or disputes over the Services and any work product created by the Services within 10 days of the date Services were performed ("assessment date"). In the event you do not complete an assessment of the Services or you fail to provide RHL notice of any disputes within 10 days of the assessment date, the Services will be deemed approved five days after the assessment date. Disputes over the Services must be raised in accordance with the same dispute process outlined in Section 1.12 below. You represent and warrant that your in-house counsel and/or outside counsel are sufficiently experienced in eDiscovery processes and litigation support services so as to direct and supervise Document Reviewers and other RHL personnel in the Project. You acknowledge and agree that your legal counsel will determine the manner in which the Project is to be handled and the processes to be implemented to accomplish the tasks assigned.You hereby waive any claims against, and release, RHL of any liability for the strategy implemented or the processes used in the Project and acknowledge that any such dispute lies with counsel and not RHL. RHL agrees to work collaboratively with legal counsel designated by you. 1.7 Confidentiality Each party agrees to treat as confidential, using the same standard of care that it uses for its own confidential information of a similar nature, all confidential communications it receives from the other party in connection with this Agreement, either oral or written, as well as any confidential materials or information developed by either party pursuant to this Agreement. RHL may disclose such confidential information to its employees, agents, and ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version:February 7,2017 Page 2 of 5 subcontractors,who have a need to know, and employees of any legal entity that it controls, control RHL, or with which it is under common control, who have a need to know. However, nothing in this Agreement shall be deemed to place any obligation of confidentiality on, or of nonuse by, a party with respect to any information that: (a) is or becomes generally available to the public without breach by the receiving party of its confidentiality obligations under this Agreement; (b)is received by the receiving party from a third party without restriction against disclosure, (c)was known to the receiving party without restriction prior to disclosure, (d) is independently developed by the receiving party without subsequent use of such confidential information; (e) is permitted to be disclosed or used pursuant to express prior written consent from the disclosing party;or(f)is required to be disclosed pursuant to law or by order of a court or government authority of competent jurisdiction. The receiving party agrees that when any disclosure is requested pursuant to subsection (f) of the preceding sentence, it will (to the extent permitted by law) provide notice to the other party. If a third party seeks access to any of the disclosing party's confidential materials in the receiving party's possession relating to this Agreement, the receiving party will (to the extent permitted by law) promptly notify the disclosing party of such action and reasonably cooperate with the disclosing party concerning the response thereto. You agree that RHL may rely on all information provided by,and decisions and approvals of, you in connection with the Services hereunder. You hereby release RHL and its personnel from any liability and costs relating to the Services hereunder to the extent such liability and costs are attributable to any information provided to RHL that is not complete, accurate or current in all respects. 1.8 Non-Interference Your use of the Project Space shall at all times be subject to RHL's standard security, safety and operational policies and procedures as well as the security and safety policies and procedures of RHL's landlord. 1.9 Limitation of Liability Regardless of the basis of any claim made against RHL (including breach, negligence, misrepresentation, or other contract or tort claim), RHL's liability, if any,will(in the aggregate for all claims, causes of action or damages)be limited to any actual direct damages up to a maximum liability in an amount equal to the fees actually paid to RHL for the Service that is the subject of the claim. Items for Which RHL is Not Liable Under no circumstances is RHL liable for special, incidental or indirect damages or for any consequential damages (including lost profits,business, revenue,goodwill,or anticipated savings),even if informed of the possibility. 1.10 Indemnity Client will indemnify,defend and hold RHL and its affiliates and their respective directors, officers,employees, vendors, and contractors (collectively, the "RHL Parties") harmless from and against any and all losses, damages or liabilities (including costs, expenses and reasonable attorneys'fees)resulting from or related to any claim arising in any manner out of or in connection with the Services (including claims arising from or relating to your access to or the use of the Project Space (including the Client Space and common areas)), except to the extent that it is finally judicially determined that the losses, damages or liabilities were the direct result of RHL's gross negligence or willful misconduct in the rendering of the Services. The RHL Parties are entitled at their election to retain separate counsel; provided that it shall be at their own cost and expense, except where the need for separate counsel arises from a conflict of interest. 1.11 Billing Disputes The parties agree that any billing or service disputes that arise during the course of the Project shall be handled in the following manner: 1.Any billing dispute shall first be referred in writing to the following individuals for each party for Client: Tracey McVay and for RHL: Tom Frohne,Vice President. 2.If the individuals listed in section 1 above are unable to resolve the dispute within a further[10]days,then the parties shall attempt to settle the dispute by mediation in accordance with Section 1.12. 3.Except as otherwise set forth in Section 1.3 above,while a dispute is being handled pursuant to this Section, RHL will continue to perform Services. Client remains obligated to continue payments on all invoiced amounts not in dispute. 1.12 Mediation. After the unsuccessful conclusion of the dispute processes and requirements set out under Section 1.11, the parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement first by mediation, by submitting such matter to Judicial Arbitration and Mediation Services (JAMS), or its successor. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, either party may commence the mediation process by providing to the other party written notice, setting forth the subject of the dispute, claim or controversy and the relief requested. Within ten (10)days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice. The initial mediation session shall be held within thirty (30) days after the initial notice or the earliest date thereafter available with the mediator's schedule. The parties agree to share equally the costs and expenses of the mediation (which shall not include the expenses incurred by each party for its own legal representation in connection with the mediation). The parties further acknowledge and agree that mediation proceedings are settlement negotiations, and that, to the extent allowed by applicable law, all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents shall be confidential and inadmissible in any arbitration or other legal proceeding involving the parties; provided, however, that evidence which is otherwise ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version:February 7,2017 Page 3 of 5 admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. The provisions of this section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys' fees, to be paid by the party against whom enforcement is ordered. The foregoing shall apply to all parties to this Agreement, including any additional parties pursuant to a SOW under this Agreement if the dispute arises from such SOW. Part 2—Services 2.1 RHL will,at all times, maintain sole and absolute control over the Project Space. You agree that you shall have no right to exercise any control over the Project Space, including the Client Space. 2.2 Your designated representative for the Services will be permitted to utilize the Client Space for the duration of the assignment described in the Statement of Work. You acknowledge that such right to use the Project Space is ancillary to the Services provided under this Agreement and this Agreement does not convey any interest in the Project Space or the Client Space. You further agree that such rights will automatically terminate upon the expiration or earlier termination of the Services. 2.3 If the Document Reviewer holds a license to practice law from the bar association of any U.S. state, or holds a certification from the National Association of Legal Assistants or National Federation of Paralegal Associations as indicated on his or her application, RHL will have a third party vendor request confirmation of that licensure or certification. RHL has not engaged in any verification process other than the checks described in this paragraph (e.g., RHL has not screened for drug use, administered a medical exam or conducted a criminal background or credit check.). If you require RHL to perform additional background checks or other placement screenings of the Document Reviewer, you agree to notify RHL prior to the start of Services under this Agreement. RHL will conduct such additional checks or screenings only if they are described in a signed, written amendment to this Agreement. If you request a copy of the results of any of the checks conducted on RHL's Document Reviewer(the"Report"), you agree to keep the Report strictly confidential and to use the Report in accordance with applicable laws and solely for employment purposes. 2.4 Our Services, which will be performed under the control, supervision,guidance and direction of an employee or partner of your firm or company who is licensed, or otherwise authorized, to practice law in the state where the Services are being performed, and will consist of the Services set forth in the Statement of Work, in each case, to assist you in the Engagement. In the event you request Services or any change to agreed Services via email, your e-mail request will be deemed a signed writing, and considered an original for all purposes and may be acknowledged and deemed accepted via e-mail. 2.5 You are responsible for providing RHL with a two (2) day advance written notice in the situation where the Services must be temporarily halted for any reason. In a situation where you do not provide adequate notice and RHL's employees report to the Project Space as scheduled, RHL will charge you for the minimum reportable time as required by law for each RHL employee reporting to work on the specified Project. You understand that after notice of suspension is received, fees for maintaining the data on the database will continue and be an obligation until written notice is received that the data is to be removed from the database is received by RHL. 2.6 You recognize that that RHL is not a public accounting firm and does not issue opinions on financial statements or offer any attestation services. You further recognize that RHL is not a law firm and is not licensed to practice law and has not been retained to provide legal advice or services on this Project or otherwise. You will review information regarding each proposed licensed attorney ("Project Attorney") or paralegal prior to any assignment to determine that any previous services performed by the Project Attorney will not create a conflict of interest, risk disclosure of client confidential information or present any other ethical problem. You shall also determine if retaining RHL creates a conflict of interest or other ethical problem. If you determine that such a conflict of interest or other ethical problem exists, you will inform RHL immediately, and RHL will provide a replacement attorney with no charge for the time spent by the original Project Attorney participating in this preliminary ethical determination. 2.7 Irrespective of the terms in Section 1.12 above or otherwise in this Agreement, You agree that you are responsible for reporting any claim to RHL in writing during or within ninety (90) days after the termination of the Services under the Statement of Work. RHL will not be responsible for any claim related to any Services unless you have reported such claim in writing to RHL within ninety(90) days after termination of the applicable assignment. RHL does not maintain any legal insurance covering Project Attorneys. Accordingly, you waive any right of recovery against RHL arising out of the work product or services provided or not provided by any Project Attorney. 2.8 You warrant that you have secured all necessary rights and approvals required for RHL's use of the machines, equipment, devices, products, materials and data that You provide to RHL for RHL's performance of the Services(the "Client Materials'), and you agree that RHL (and its subcontractors) may use the Client Materials to provide the Services. You acknowledge that no media is 100% reliable and that the Client Materials may be damaged, degraded, or defective prior to RHL's receipt thereof or while in RHL's possession. RHL agrees to work with you to attempt to repair any media that is found to be damaged, degraded or defective at the hourly rates set forth in the Statement of Work. The parties shall mutually agree as to the manner and method for delivering the Client Materials required for the Services to RHL, including the manner and method for clearly identifying and tracking the Client Materials delivered to RHL. You acknowledge that the amount of Client Materials to be delivered, if any, at any given time during a Service will be subject to RHL's approval, in its sole discretion. At any time during the term of this Agreement, you agree to ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version:February 7,2017 Page 4 of 5 promptly remove or have removed on your behalf any and all Client Materials that RHL advises have been reviewed and are no longer necessary for performance of Services. At the termination of any Service or at the termination of this Agreement, you must arrange to have all of the Client Materials and data picked up from RHL or electronically delivered to you no later than the last day of Services. If the Client Materials are not retrieved within one week of the last day of Services, you acknowledge and agree that RHL may, in its sole discretion, to: (1) relocate and/or store the Client Materials at your sole cost and expense, (2) arrange to have an independent third party pick-up and deliver the Client Materials to you and all costs associated with such delivery will be charged to you, or(3)delete the Client Materials. RHL may permanently delete the Client Materials off its servers. After one week has passed, the deletion process may occur immediately and RHL will have no responsibility for retaining or providing access to the Client Materials at a later date. There is no charge for deleting Client Data. RHL will not be liable for any loss or damage to such Client Materials nor shall RHL be responsible for the confidentiality of such Client Materials. 2.9 As part of performing the Services, RHL may utilize proprietary copyrights, patents, trade secrets, software, ideas, concepts, know-how, tools, models, processes, methodologies and techniques (including any derivatives, enhancements or modifications thereto) which have been originated or developed by RHL or its affiliates, subcontractors or third parties, or which have been purchased by, or licensed to, RHL or its affiliates or subcontractors (collectively, "RHL Proprietary Materials"). You agree that RHL retains all right, title and interest in and to the RHL Proprietary Materials. 2.10 You acknowledge that RHL will, at your request, be providing its Project Coordinator(s)with an e-mail account through a third party provider. You further acknowledge that you, Project Coordinator and others participating in this assignment may correspond or convey information(including data, confidential information or intellectual property)via these e-mail accounts and that RHL has no control over the performance, reliability, availability, or security of these e- mails. You take full responsibility for use, storage and loss of all information (including data, confidential information or intellectual property)sent through such e-mails during the course of this assignment. You understand and agree that RHL will not have access to, or the ability to retrieve or recreate any such e-mails. You agree that RHL shall not be liable for any loss,damage,expense,harm or inconvenience resulting from the use of such e-mail accounts. This Agreement and its Statement(s)of Work are the complete agreement regarding these transactions, and replace any prior oral or written communications between RHL, and you regarding these transactions. By signing below, both parties agree to the terms of this Agreement. Once signed, 1) any reproduction of this Agreement or a Statement of Work made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services ordered under this Agreement are subject to it. Agreed to: Agreed to.- City o:City of rt Worth Robertf Intern ' na Inc. BY, v,_, ? _A,4 A BY Authorized signature Authori Name(type or print): Susan Alanis Name(type or print):Thomas A. Frohne Date: 3 3 0 1 1$ Date: 3/3%:, /19 Client address: 200 Texas St., Fort Worth, TX 76102 RHL address: 2001 Ross Avenue, Suite 3500, Dallas, TX 75201 APPROVED AS TO FORM AND LEGALITY: r A 0 ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version:February 7,2017 Page 5 of 5 Statement of Work to Customer Agreement for Robert Half Legal Consulting Solutions Schedule A This Statement of Work to RHL Customer Agreement for Robert Half Legal Consulting Solutions("SOW")defines the Services that RHL will provide to Client under the terms and conditions of the Customer Agreement for Robert Half Legal Consulting Solutions dated March 30,2018(the"Agreement"),which Agreement is incorporated into and made a part of this SOW. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. Project/Engagement: City Attorney's Office Description of Services: Processing,Hosting&Related Services: RHL will provide processing, hosting services, managed document review and related services for Client. The processing and Hosting Services will be provided at the rates set forth below. The Hosting Services are more specifically described in Addendum 1 attached hereto,there terms of which are incorporated herein. Pre-Processing I Data Culling/Early Case Assessment Pre-Processing: WAIVED Total Data Set DeNISTing Pre-Processing: • De-duplication $85 • Keyword Searches Waived provided that RHL hosts Per GB In • Date Filtering the data • Includes Running of Search Terms Processing Native Processing: • Full text/metadata extraction • Cross reference links to native files Waived provided that RHL hosts Per GB Out • File reports the data • Excel auto- formatting • Data export • Load file creation Production Processing: Conversion of native files to TIFF/PDF images post $125.00 Per GB attorney review, OCR and endorsing included. Relativity Analytics $55.00 Per GB (Optional) Technical Time/Project $150 Per Hour Management Online Data Hosting &Review Case Set-Up: Indexing of all data and $500 One Time(Per Case Incident) creation of new review database. Online Hosting in Relativity: Data hosted in SAS 70 $15.00 Per GB/Month compliant environments. Full security manual available upon request. ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 1 of 6 Statement of Work to Customer Agreement for Robert Half Legal Consulting Solutions Schedule A User Access Fees $85.00 Per User/Month $20.00 Loading Fee <Waived provided ESI processing Per GB is performed by RHL> Document Reviewer Services(includes the use of space and technology): Managed Review Role Location Hourly Rate Paralegal Document Reviewer $40.80 per hour Onsite at Client Licensed Attorneys RHL Atlanta Space $42.50 per hour RHL Minneapolis Space RHL Houston Space Attorney Project Lead (Experienced Licensed Attorney) $55.00 per hour Document Reviewers: Services of RHL's document Attorneys and Project Coordinators("Document Reviewers")will based on your criteria and will be provided under your direction and supervision. Client recognizes that RHL is not a law firm and is not licensed to practice law and has not been retained to provide legal advice or services. In order to satisfy the requirements of the various state bars and similar organizations that regulate the practice of law, Client agrees that RHL's placement of licensed attorneys(as project attorneys or in a non-attorney role) ("Project Attorneys")is subject to the following terms and conditions: a. Client will not permit or require the Project Attorneys to directly represent any person in a legal matter, sign pleadings, affidavits, correspondence with court officials,terms sheets or settlement agreements, appear as the primary attorney of record in any legal proceeding or render legal opinions on behalf of RHL, Client or any other party while on the engagement. b. Each Project Attorney will be under the control and supervision of an employee or partner of Client who is licensed, or otherwise authorized,to practice law in the state where the Project Attorney is providing services. Client will determine that the Project Attorney has the requisite skill level,furnish all necessary resources to the Project Attorney and take all appropriate steps to protect client confidential information without any participation by RHL. C. Client will consult with each proposed Project Attorney prior to any assignment to determine that any previous services performed by the Project Attorney will not create a conflict of interest,risk disclosure of client confidential information or present any other ethical problem. If Client determines that such a conflict of interest or other ethical problem exists, Client will inform RHL immediately, and RHL will provide a replacement attorney with no charge for the time spent by the original Project Attorney participating in this preliminary ethical determination. The hourly fees paid to RHL under this Agreement are solely for locating, recruiting, interviewing and placing Project Attorneys and no portion of such amount is deemed to represent legal fees paid to RHL. Legally required overtime(federal law requires in excess of 40 hours a week,state law varies)will be billed at one and one-half(1'/:)times the normal billing rate. No overtime is currently authorized for this engagement. ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 2 of 6 Statement of Work to Customer Agreement for Robert Half Legal Consultinq Solutions Schedule A Project Coordination Services: Consulting - Description Executer of work as designed by Manager i Specialist $ 185.00 Senior Consultant • Complete documentation and monitors required materials • Manages day to day project parameters and communications • Leads in-person/group discussions • Assists with creation of deliverables and Manager/Senior Manager $285.00 trackers • Instructs team on required materials and timelines • Downstream point of contact Proiect Space: TBD Proiect Start Date: To be determined but estimated to be April 2,2018 Proiect End Date: To be determined but estimated to be June 30, 2018. The SOW shall remain in effect until terminated pursuant to the terms of the Agreement. Hours of Access to Project Space: 8 a.m.—6 p.m. 'Access outside the times listed herein is prohibited without written authorization from RHL and will include additional charges to you. _Client Supervisor: Name: Tracey McVay Phone: 817.392.7623 E-mail: tracey.mcvay@fortworthtexas.gov RHL Account Supervisor: Name: Tom Frohne Phone: 612.203.7161 E-mail: tom.frohne@roberthalf.com For a period commencing as of the date of this Statement of Work and ending one(1)year from the date that an employees of RHL, its affiliates or their respective subcontractors stops providing Services to you under the Agreement, neither you nor any of your affiliates shall hire or solicit such individual. If you, an affiliate, or other related company or business hires or solicits any such employee within the proscribed time period above,you shall pay RHL a fee equal to thirty percent(30%)of the employee's anticipated aggregate annual compensation, including bonuses,as liquidated damages. The fee will be owed and invoiced upon your hiring of the employee, and payment is due upon receipt of the invoice. Invoicing: Delivery Method(select by checking the appropriate box): ❑ Mail, ❑ E-mail, ❑ Vendor Payment System For by Email Billing Company Name: Billing Company Contact Person Name: Billing Contact Email Address: Billing Contact CC Email Address: ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 3 of 6 Statement of Work to Customer Agreement for Robert Half Legal Consultina Solutions Schedule A The parties hereby concur to this SOW and the hosting terms set forth in Addendum I. In the event of a conflict between the terms of this SOW and the terms of the Agreement, the terms of this SOW shall take precedence for purposes of this SOW only. The effective date of this SOW shall be March 30,2018. Agreed to: Agreed to: City of Fort Worth Robert Half 1 rnational Inc. By By Authorized signature Authorized si n ture Name(type or print): Name(type or print): Thomas A. Frohne Date: 3 011 S Date: 3biz, Z) ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 4 of 6 Statement of Work to Customer Agreement for Robert Half Legal Consulting Solutions Schedule A Addendum 1 -Hosting and Use Agreement DEFINITIONS. "Authorized Users"means those individuals designated by Client as authorized to access and use the Services. Authorized Users shall be designated in writing by Client or its authorized agent. Authorized Users may be changed from time to time by Client, or its authorized agent, by notifying RHL in writing. The Client agrees to pay additional fees for any increases in the number of Authorized Users each month. An individual is counted as an Authorized User regardless of any actual use, or duration or frequency of use, and regardless of whether any such individual's access is terminated(also called"disabled") before the month ends. "Database"means any computer database consisting of Client Material that is made accessible by RHL to Client and its Authorized Users pursuant to this SOW. "ID"means Authorized Users identification code and password for accessing and using any Database. "Law"shall mean all applicable laws. "RHL Hosting Site"means the URL that allows Client to access the Client Materials, Database and Software via the web. "Software"means any software provided by RHL and maintained and made accessible to Client and its Authorized Users pursuant to this SOW. Software may be provided by third parties. "URL"means the address of a RHL Hosting Site on the Internet. HOSTING SERVICES. RHL will host, store and allow Client to access Client Materials during the term of the SOW("Hosting Services"). Client Materials will be accessible via a Database and may be accessed through the RHL Hosting Site. Client Materials that require review and analysis will be accessed using Software accessible from RHL Hosting Site. The use of the RHL Hosting Site(and the Database and the Software)is subject to the terms set forth below: a. RHL grants Client a non-exclusive, non-transferable, non-sublicensable license("License")to use the RHL Hosting Site(and the Database and Software)subject to all terms of this SOW, and Client hereby accepts such grant and agrees to comply with all provisions of this SOW. b. The License is limited to the modification of, review of, and access to the Client Materials,which will be accessed through the RHL Hosting Site. RHL will provide to Client all ID's necessary for Client to gain such access. Client will not,and will ensure that the Client's personnel do not, break, bypass or circumvent, or attempt to break, bypass or circumvent, any security system of the RHL Hosting Site,the Software or the Database or obtain,or attempt to obtain, access to any RHL Confidential Information or systems or equipment, except as expressly permitted hereunder. C. Client shall designate, in writing,those persons initially authorized by Client to access the Database by delivering a list of Authorized Users to its RHL account representative. Upon receipt of the list of Authorized Users, RHL will provide to the Authorized Users or to the Client an ID. Thereafter, Client may, from time to time, designate additional persons authorized by Client to access the Database by delivering,in writing,to its RHL account representative a list of such additional Authorized Users. All persons so authorized by Client to access the Database will be deemed Authorized Users unless and until such authorization is withdrawn by Client in writing. d. If Client desires to cancel any previously given authorization, it shall designate the Authorized Users whose authorization is being canceled, in writing,to its RHL account representative. RHL will discontinue making the Database available to any Authorized Users so designated as soon as practicable. e. RHL will use commercially reasonable efforts to secure and protect Client Materials from unauthorized access. Client's access to any Database and Services will be limited to Client's Authorized Users.Client is responsible for all charges incurred by Authorized Users. Client and Authorized Users are responsible for maintaining the security and confidentiality of any ID's assigned to Authorized Users. RHL is not responsible for and shall not be liable in any way for any acts or omissions by Client or Authorized Users,including,but not limited to,acts or omissions that result in any unauthorized access to any Database, Services or the Client Materials. f. Any rights, including, but not limited to, any intellectual property rights, not expressly granted to Client hereunder are retained by RHL or its vendors, including,but not limited to, any patent rights. g. For maintenance, backups, software upgrades and other administrative purposes,the Services, RHL Hosting Site, Software, Client Materials and any Database may be taken offline from time to time. ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 6 of 6 Statement of Work to Customer Agreement for Robert Half Legal Consulting Solutions Schedule A h. Client shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of any Database or Software or the delivery or distribution of any part thereof to any third person or entity,for any purpose whatsoever,without the prior written permission of RHL. This restriction shall continue to bind Client and its agents and representatives beyond the termination of this SOW. i. Client is not authorized to, and shall not, make any warranty,guarantee or representation on behalf of RHL respecting the Services to third parties. j. HOSTING SERVICES ARE SUBJECT TO LIMITATIONS, DELAYS,AND OTHER PROBLEMS INHERENT IN USING THE INTERNET AND ELECTRONIC COMMUNICATIONS. RHL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER CLAIMS, LOSSES OR DAMAGES RESULTING FROM SUCH PROBLEMS. IN ADDITION TO THE DISCLAIMERS OF WARRANTIES IN ARTICLE 1.6 OF THE AGREEMENT, RHL MAKES NO WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,AVAILABILITY,ACCURACY OR COMPLETENESS OF ANY CLIENT MATERIALS SUBMITTED TO,VIEWED THROUGH, OR RETRIEVED FROM, THE HOSTING SERVICES. RHL DOES NOT WARRANT THAT: (A)THE HOSTING SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B)ANY CLIENT MATERIALS WILL BE ACCURATE, RELIABLE, OR RETRIEVABLE; (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR(D)THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN EXCHANGE FOR THE CONVENIENCE AND COST SAVINGS OF USING THE INTERNET AND ELECTRONIC COMMUNICATIONS TO CONNECT WITH RHL HOSTING SITE FOR HOSTING SERVICES, CLIENT HEREBY AGREES NOT TO ASSERT ANY OF THE FOREGOING SORTS OF CLAIMS, LOSSES OR DAMAGES AGAINST RHL. CLIENT ACKNOWLEDGES THAT THE PLACEMENT OF CLIENT MATERIALS ON RHL HOSTING SITE HAS THE RISK OF HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES,AND EXPRESSLY ASSUMES ALL RISK WITH RESPECT THERETO. RESTRICTIONS ON USE,TRANSFERS,AND OTHER MATTERS. Client shall use and access the Database and Software from within the United States or Canada. Except as expressly permitted in this SOW, Client shall not,directly or indirectly(through any other party), during the term of the SOW or thereafter, engage or permit any other person or party to engage in any of the following actions: a. Use or access the Database, Software or Services for any improper purpose or purpose not permitted hereunder, including, but not limited to: (i)interfering with or disrupting the integrity or performance of the Services, Software or the improper use of Client Materials therein;or(ii)attempting to gain unauthorized access to the Services, Database or Software. b. Transfer the License,or any right or interest in provided within this SOW,including, but not limited to, providing a sublicense, timeshare, assignment, mortgage, pledge, encumbrance, or transfer by operation of Law or otherwise,to any other person or party. C. Make copies of the Software, publish or distribute the computer images, graphical interfaces, sound files,or fonts included with the Software. d. Use any of the computer images related to identifiable individuals or entities in a manner which suggests their association with or endorsement of any product or service. e. Reverse engineer,decompile,disassemble, modify,translate, or make any attempt to: (i)discover the source code of, or create derivative works from the Software, (ii)build a competitive product, (iii)build a product using similar ideas,feature s, functions or graphics, or(iv)copy any ideas,features,functions or graphics. If at any time, Client or anyone else makes any modification to the Software,whether authorized or unauthorized,such modification shall be considered derivative works and owned by RHL or its applicable third party vendor. f. Take any actions, including the use of any other software and/or hardware,which would have the effect of reducing the amounts to be paid under this SOW based on the number of Authorized Users, including arrangements: (i)for circumventing the features contained in the Software for tracking the number of Authorized Users,or(ii)for multiplexing or sharing individuals'access to and/or use of the Software through middleware,transaction servers,multi-tiered architectures, or other methods. RHL and its third party vendors own and shall continue to own all right,title and interest in and to all intellectual property and other proprietary rights related to the Services, Database, Software,and all modifications,enhancements, updates, and derivative works,and any suggestions, ideas,enhancement request, feedback, recommendations or other information provided by Client or any other party relating to the Services, Database or Software. CLIENT SHALL RETAIN, PRESERVE, AND NOT COVER-UP OR OBSCURE,ANY TRADEMARK, TRADE NAME, COPYRIGHT NOTICE OR OTHER PROPRIETARY NOTICE ON ANY TRAINING MANUALS OR OTHER DOCUMENTATION PROVIDED BY RHL. THE LICENSE IS LIMITED TO THE EXECUTION OF OBJECT CODE AND DOES NOT INCLUDE ANY LICENSE TO ACCESS ANY SOURCE CODE. TERMINATION. Upon termination of this SOW for any reason: (a)the License shall thereupon terminate; and(b)Client will immediately discontinue access to, and use of,the RHL Hosing Site, Services, Database and Software. ©Robert Half International Inc.,2017. All rights reserved. Equal Opportunity Employer M/F/DN Version: February 20,2017 Page 6 of 6 ADDENDUM TO CUSTOMER AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ROBERT HALF LEGAL CONSULTING SOLUTIONS This Addendum to Customer Agreement("Addendum")is entered into by and between the Robert Half International Inc., through its division Robert Half Legal Consulting Solutions ("Seller")and the City of Fort Worth("City"),collectively the"parties",for a purchase of licenses. The Contract documents shall include the following: 1. The Customer Agreement 2. The Statement of Work to Customer Agreement; and 3. This Addendum. Notwithstanding any language to the contrary in the attached Customer Agreement and Statement of Work (collectively, the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Termination. a. Convenience.Either City or Seller may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach.if either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. if the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. in the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. in the event that the Agreement is terminated prior to the Expiration Date, City shall pay Seller for services actually rendered Addendum to Customer Agreement Page t of 5 up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to perform services hereunder, Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect, provided however, this shall not affect any waiver implied or imputed by Texas Local Government Code Section §271.152. 5. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller or any third party harmless from damages of any kind or character,City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL OF SELLER'S EMPLOYEES AND AGENTS, 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 7. GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER SELLER'S PROPERTY DAMAGE OR PROPERTY LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS ARISING FROM SUCH PROPERTY DAMAGE OR LOSS)AND/OR PERSONAL Addendum to Customer Agreement Page 2 of 5 INJURY, INCLUDING DEATH, TO ANY AND ALL OF SELLER'S EMPLOYEES AND AGENTS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 9. Confidential Information. 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. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 10. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 11. Immigration Nationality Act. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of this provision by Seller. 12. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. Addendum to Customer Agreement Page 3 of 5 13. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance notice of intended audits. (signature page follows) Addendum to Customer Agreement Page 4 of 5 Executed this the ✓0 day of !f l06A---,-,2018. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: ��'c-� �' performance and reporting requirements. N e• Susan Alanis Title: Assistant City Manager Date: 1 By: Name:CLWolyn McFatridge Approval Recommended: Title: Sr.Assistant City Attorney C55—z// Approved as to Form and Legality: By: Name: ���. Title: C c iC,�1 By: ame: to B. S ong Attest: Title: Assist t City Attorney Contract A thorization: M&C: By: F OR Name: N)&�KffysdXj A O Title: City Secretary SELLER: AS Robert Half International Inc. By: Name: Thorni'a-11 A. ne Title: Vice President Date: ,31J3 0 11 a J#k- P Addendum to Customer Agreement 5 of 5