HomeMy WebLinkAboutContract 52834 'M RECEIVED
�T SEp 25 2019 N CITY SECRETARY
CITY OF FORT�"VORTH c%; CONTRACT NO. 3
CITY SECRETARY +0 MASTER PROFESSIONAL SERVICES AGREEMENT
�! BETWEEN THE CITY OF FORT WORTH
IN! 61 it O� AND SMITH TEMPORARIES,INC.DBA
_ CORNERSTONE STAFFING
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Jesus J. Chapa, its duly authorized Assistant City Manager, and SMITH TEMPORARIES,
INC.,dba CORNERSTONE STAFFING("Consultant"),a domestic for-profit corporation,acting by and
through Jody Smith, its duly authorized President, each individually referred to as a "party" and
collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement; and
2. Exhibit A—Scope of Services;and
3. Exhibit B—Sample Statement of Work
Exhibit A and B,which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of Exhibits A and B and the
terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Consultant agrees to provide City with recruiting and talent acquisition services in connection with
filling employment vacancies within the City, which services include but are not limited to professional
recruiting, screening and placement. The recruitment and selection process for each vacancy is referred to
in this Agreement as a"Search."
Exhibit"A,"-Scope of Services more specifically describes the process to be undertaken for each
Search and the obligations of each parry.
1.1 Services: The Consultant agrees to perform certain services necessary for completion of the
Search,which are summarized below with more details of Consultant's scope of work depicted in Exhibit
A:
• Consultant shall facilitate an intake call or meeting with City to identify details of the position/s
• Consultant shall deploy marketing and recruiting strategies
• Consultant shall identify qualified candidates for the role
• Consultant shall submit vetted and interested candidates to City.
• Consultant shall coordinate the interview process for City
• Consultant shall assist with offer negotiations(if preferred)
The Consultant is retained only for the purposes set forth in the Agreement and as listed in Exhibit A.
Nothing in this Agreement shall allow Consultant to evaluate, advise, modify, confirm, or reject the
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FT. WORTH,TX �
decisions and approvals of the City, except as expressly agreed to in the Search and each Statement of
Work.
1.2 Search Engagement: Each Search will be conducted based on an agreed upon statement of work.
The statement of work will include specific deliverables, a time schedule indicating when certain portions
of the services will be complete,billing terms, responsibilities of the City and other various provisions as
necessary ("Statement of Work"). Each Statement of Work will be defined and incorporated as an
addendum to this Agreement. An example of the Statement of Work is attached as Exhibit `B" to this
Agreement. Each Statement of Work will be subject to all requirements as listed in the Scope of Services
attached to this agreement as Exhibit A.
2. TERM.
This Agreement shall become effective upon execution by both parties("Effective Date"). Services
pursuant to this Agreement shall be provided by Consultant for a period of one(1)year from the Effective
Date,unless terminated earlier in accordance with Section 4 of this Agreement(such one-year period being
the"Initial Term"). City shall have the option to renew this Agreement under the same terms and conditions
for up to four (4) consecutive additional periods of one year each (each a "Renewal Term"). The Initial
Term and any Renewal Term may be referred to herein individually as a"Term." City shall provide written
notice to Consultant no less than 30 days prior to the expiration of the then-current Term,if City,in its sole
discretion, exercises its option to renew this Agreement.
3. COMPENSATION.
3.1 General Provisions. The maximum amount to be paid to Contractor by City for all Services
provided pursuant to or in relation to this Agreement,including any applicable Statement of Work,shall not
exceed One Hundred and Fifty Thousand Dollars($150,000.00)annually. The City shall pay Consultant
in accordance with the provisions of this Agreement. Consultant shall not perform any additional services
for the City not specified by the applicable Statement of Work unless the City requests and approves in
writing the additional costs for such services. City agrees to pay all invoices of Consultant within thirty
(30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one
percent(1%)per month, or,if less,the highest rate permitted by law.
3.2 Recruitment Fee Structure.
3.2.1 Initial Posting. In the event the City enters into a Statement of Work for the initial posting of a
position (Initial Posting), the City agrees to pay the Consultant eighteen percent (18%) of the final
candidate's agreed upon total projected annualized base salary(Placement Fee).
3.2.2 Re-Posting. If the selected candidate (other than an internal candidate) should be terminated or
resigns within the first one hundred and eighty(180)days of employment from the date of hire or if the City
reasonably determines not to hire a candidate presented by Consultant, Consultant shall conduct another
search (Re-Posting) as contemplated herein for no additional Placement Fee under section 3.2.1. This
guarantee is null and void if the full placement fee is not paid within sixty(60)days of the employee's start
date or if the scope of employee's duties and compensation changes substantially or were misrepresented to
Consultant and/or to employee.
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3.3 Payments:
3.3.1 Structure of Payments. Each Statement of Work for a Search shall re-state the Consultant's Placement
Fee to be paid as it is listed in this Agreement. The entire Placement Fee shall be due to Consultant after the
employee's first day of employment with the City. Consultant shall submit an invoices to City for the
Placement Fee immediately after the employee begins work with the City.
3.3.2 Invoice. Each invoice shall reference the applicable Statement of Work by addendum number. On
each invoice,the Consultant shall separately list the total amount of Placement Fees for which invoices were
previously submitted during the then-current annual contract period(either initial term or Renewal Period)
and the total amount of Placement Fees for the entire period,including those amounts being requested under
the then-current invoice.
In submitting invoices, Consultant shall provide copies of receipts for all Reimbursable Expenses under
subsection 3.3 and shall reference the appropriate Statement of Work. If the City requests additional
documentation of expenses,the Consultant shall provide such information if available.
Consultant shall submit invoices for Placement Fees to the individual identified as the employing
department's liaison in the applicable Statement of Work and also submit a copy to the Talent Acquisition
Manager in the Human Resources Department, 200 Texas Street, Fort Worth, Texas 76102. On full and
final completion of the Services for a Statement of Work,the Consultant shall submit one invoice to the City
for the entirety of the Placement Fee.
3.3.3 Time for Paytnent;Dispute. Invoices are generally due and payable within thirty(30)days of receipt.
In the event of a disputed or contested billing, only the portion being contested will be withheld from
payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill
or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been
mutually resolved. Additionally,City is not liable to Consultant for attorney's fees incurred in collection of
any disputed or contested charges.
For contested billings, the City shall make payment in full to Consultant within 60 days of the date the
contested matter is resolved. If City fails to make such payment,Consultant may,after giving 7 days'written
notice to City, suspend services under this Agreement until paid in full, including interest calculated from
the date the billing contest was resolved. In the event of suspension of services, Consultant shall have no
liability to City for delays or damages caused to City because of such suspension of services.
4. TERMINATION.
4.1. Written Notice. City or Consultant may terminate this Agreement at any time with or
without cause by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder,City will notify Consultant of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
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4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Consultant for services actually rendered up to the effective date of
termination and Consultant shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Consultant shall provide City with copies of all completed or partially completed documents
prepared under this Agreement. In the event Consultant has received access to City Information or data as
a requirement to perform services hereunder, Consultant shall return all City provided data to City in a
machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full
disclosure in writing of any 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 immediately to make full disclosure to City in writing.
5.2 Confidential Information. Consultant, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City("City Information")as confidential and shall
not disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. 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 City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Consultant
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that City shall, until the expiration of three (3) years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents,papers and records,
including, but not limited to, all electronic records, of Consultant involving transactions relating to this
Agreement at no additional cost to City. Consultant agrees that 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.City shall give Consultant
reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as
to all rights and privileges and work performed under this Agreement, and not as agent,representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers,agents, servants and employees,and Consultant, its officers,agents, employees,
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servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Consultant.It is further understood that
City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers,agents,
servants,employees or subcontractor of Consultant. Neither Consultant,nor any officers,agents,servants,
employees or subcontractor of Consultant shall be entitled to any employment benefits from City.
Consultant shall 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 subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCL UDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANYAND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS(INCL UDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS
AND ANY-RESULTING LOSTPROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO
ANY AND ALL PERSONS,ARISING OUT OF OR I7V CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTYINDEMNIFICATION —Consultant agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent,copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Consultant bears the cost and expense of payment for claims or actions
against City pursuant to this section, Consultant shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however,City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Consultant in doing so.In the event City,for whatever reason,assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement,City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Consultant shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Consultant timely written notice of any such claim or action, with copies of all
papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of
payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this
Agreement.If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially
adversely restricted, Consultant shall, at its own expense and as City's sole remedy, either: (a)
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procure for City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,provided that such modification does not
materially adversely affect City's authorized use of the software and/or documentation;or(c)replace
the software and/or documentation with equally suitable, compatible, and functionally equivalent
non-infringing software and/or documentation at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Consultant terminate this Agreement, and refund
all amounts paid to Consultant by City,subsequent to which termination City may seek any and all
remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Consultant under which the
assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant
and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,sub Consultant shall execute a written
agreement with Consultant referencing this Agreement under which sub Consultant shall agree to be bound
by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply.
Consultant shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide City with certificate(s)of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Consultant, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
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Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any
work pursuant to this Agreement.
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11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances,rules and regulations.If City notifies Consultant of any violation of such laws,ordinances,rules
or regulations,Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
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's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND
CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement 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:
To CITY: To CONSULTANT:
City of Fort Worth Smith Temporaries,Inc.,dba CornerStone Staffing
Attn: Jesus J. Chapa,Assistant City Manager
200 Texas Street Attn: Jody Smith,President
Fort Worth,TX 76102-6314 2301 Mustang Drive,
Facsimile: (817) 392-8654 Grapevine,TX 76051
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Consultant shall,during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
Consultant , any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who responds to a general solicitation of advertisement of
employment by either party.
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15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or 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 pursuant to this Agreement,venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
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 due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, 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, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have had the opportunity to review and
revise 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 Exhibit
A.
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22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification,or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibit A, contains the entire understanding and agreement between
City and Consultant,their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant shall
either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty,or(b)refund the fees paid by City to Consultant for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Consultant shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Consultant shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Consultant shall adhere to
all Federal and State laws as well as establish appropriate procedures and controls so that no services will
be performed by any Consultant employee who is not legally eligible to perform such services.
CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant, shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning
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of the Copyright Act of 1976, as amended.If and to the extent such Work Product, or any part thereof,is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Consultant hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by the Managing Partner of Consultant whose name,title and signature is affixed on the
Signature Page of this Agreement.Each party is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.Any signature delivered by a party by facsimile
or other electronic transmission(including email transmission of a portable document file(pdf)or similar
image)shall be deemed to be an original signature hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Consultant shall notify City's Purchasing Manager,in writing,of a company name,ownership,or
address change for the purpose of maintaining updated City records. The president of Consultant or
authorized official must sign the letter.A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change,copy of the board of director's resolution approving the action,or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Consultant has fewer than 10 employees or the Agreement is for less than$100,000,this section
does not apply. Consultant 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, Consultant certifies that Consultant's signature provides written verification to City that
Consultant: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the Agreement.
(Signature page to follow)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of ,20_n.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: this contract,including ensuring all performance and
me: Jesus J. Cha a reporting requirements.
Title: Assistant Ciiy Manager
Date: ( — By:
Name: . na ovuru
APPROVAL RECOMME ED: Title: Interim Talent Acquisition Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Brian
erson
itle: Directo f Human Resources By:
Name: Thomas .Hansen
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
FO
>` C: _a91
By. larrle: ayse "'C.? C 11 C��
Title: i Secretary a
CONSULTANT:
Smith Temporaries, Inc., dba CornerStone ATTEST:
Staffing
`-Y
By:
C � e_0
By: Name:
e: ody Smith
Title:: President
Date:
{f
Professional Services Agreement Between OFFICIAL RECORD
the City of Fort Worth and Smith Temporaries,Inc., CITY SECRETARY
dba CornerStone Staffing Page 12 of 16
FT. WORTH,TX
EXHIBIT A
SCOPE OF SERVICES
This Exhibit"A" is attached to and made a part of the Master Professional Services Agreement
between the City of Fort Worth (City) and Smith Temporaries, Inc. dba Cornerstone Staffing
(Consultant) (the "Agreement"). Any term used in this Exhibit shall have the meaning given to
that term by the Agreement.
The Scope of Services under the Agreement is described as follows:
Consultant's Professional Placement Services team specializes in recruiting, sourcing and
qualifying difficult to fill and professional positions. With an average tenure of 9+years of service,
this team understands the dynamics of the talent market here in DFW and internationally.
Consultant shall listen to the City's needs, research the industry and position beyond the
Consultant's already experienced understanding, deploy a custom-designed marketing strategy
and execute a targeted recruitment campaign to engage elite talent at the top of their career. In
fact, more than 50% of Consultant's positions require a strong focus on techniques that tap into
the highly desired `passive candidate pool' to bring the City the best candidates the marketplace
has to offer.
Recruitment Proiect Overview-Responsibilities
• Consultant shall provide an Executive Navigator who will work with the City to fully
understand needs, struggles, soft skills and culture of City's workplace.
• Consultant shall establish timelines and&weekly meetings as necessary.
• Consultant shall create a recruiting strategy including marketing and advertising.
• Consultant shall deploy social media strategies during the recruitment process.
• Consultant shall provide sourcing and networking-search pipelines, post positions on
job boards, as well as keep an internal database and provide deep data mining of the
internet for viable candidates.
• Consultant shall utilize tools to discover contact information for unpublished talent.
• Consultant shall provide a targeted interview selection process (Ideal job
match/Cultural Fit) for City.
• Consultant shall engage qualified candidates based on the total job match including
cultural fit, background screening and ability to fulfill job responsibilities and match
growth track.
• Consultant shall implement quality control measures to ensure the candidates identified
are in line with the job responsibilities and which will be done through feedback from
the Executive Navigator.
• Consultant shall provide a separate meeting with City to review all of the potentially
qualified candidates and present top Candidates and provide an Executive Summary or
overview of relevant and applicable experience for each of the top candidates.
• Consultant shall also coordinate with the City regarding interviews and tracking of the
candidates, as well as manage the offer process and onboard.
Professional Services Agreement Between
the City of Fort Worth and Smith Temporaries,Inc.,
dba CornerStone Staffing-Exhibit A Page 13 of 16
• Consultant shall further manage invoices in accordance with the provisions as outlined
in this agreement.
• Consultant shall also provide a dedicated Account Manager that will manage service
level and production of the Professional Placement team. He will oversee the
candidates submitted, ensure timely service delivery, as well as be your contact for any
performance or service concerns that may arise or need to be addressed.
Professional Services Agreement Between
the City of Fort Worth and Smith Temporaries,Inc.,
dba CornerStone Staffing-Exhibit A Page 14 of 16
EXHIBIT B
SAMPLE STATEMENT OF WORK
Addendum No.Statement of Villa
This Addendum No. -Statement of 1i'ork(SOW)is made as of this day of July,20 . ,
under the terms Enid conditions established in Elie MASTER PROFESSIONAL, SERVICES
ACRE)NIENT between the City of Fort Worth ('City'') and Smith Temporaries, Inc., dba
ComerStone Staffing("Consultant'),the same being Fort Worth City Secretary•Contract(CSC)
No. (the"Master Agreement"or"MSA".)
This Statement of Work is made for the following purposes,consistent with the services defined
in the Master Agreement: The recruitment and hiring of a ne% (requested position)at the City of
Fort Worth-
Cons uttant shall perform the hinetions identified within the Scope of Services listed in the Master
Agreement in its execution of this Statement of Work
Section A. Summary of Services
Deliverables andtor other msults of services: Successfitl (lire of the
for the City of Fort Worth
Section B.Schedule:To begin immediately and conclude by 20
Section C.Compensation and Billing'ferms: Processing and payment of Placement Fee including
the structure of payments and invoicing therv.for, shall be in accordance with the Master
Professional Services Agreement.
The total Fee that shall be paid to Consultant for the recruitment and hiring of a new
for the City of Fort Worth shall be in accordance with section 3.2.1 of
the Master Service Agreement. In sulnnitting invoices.Consultant shall reference the appropriate
Statement of Work. Further,as indicated within section 3.3.2 of the Muster Service Agreement,
on each invoice.the Consultant shall separately list the total amount of Placement Fees which
invoices were previously submitted during the then-cutrent annual contract period(either initial
term or Renewal Period)and the total amount of Fees and Reimbursable Expenses for the entire
period, including those amounts being requested under the then-cturent invoice. If the City
requests additional doctinientalion of expenses.the Consultant shall provide such information if
available.
Consultant shall submit invoices for Placemeni.Fees to .with the
Department of the City of Port Worth and to the Talent Acquisition Manger within the Ifuman
Resources Department,200 Texas Street,Fort Worth,Texas 76102. On full and final completion
of the Services for a Statement of Work,the Consultant shall subunit a furl invoice.
Section D,City's Responsibility:City shall provide all requisite data needed by Consultant to
perform a diligent search for a viable candidate.
Page t of 2
Addendum No.
of Agreement between Ciq,of Fort Worth
and Smith Temporaries,Inc.,dba
C_omerStone Staft-tng for(Position to be Hied)
Professional Services Agreement Between
the City of Fort Worth and Smith Temporaries,Inc.,
dba ComerStone Staffing-Exhibit B Page 15 of 16
Section E.Other I'rovisiotis:
Executed in multiple originals on this the dad'of 20
CITY OF FORT M ORTft,TEXAS: S,IITIi TE%IPORARIES,INC'.,DI3A
CORNERSTONE STAFFING
By: Bv:
Name: \ante:
Title:assistant City-Manager
Date: Date:
Page 2 of 2
Addendum No._
oLageement between Cit;of Forl Worth
and Smab Tcmpomries,inc.,dbn
ComerStone Stalling for(Position to be filled)
Professional Services Agreement Between
the City of Fort Worth and Smith Temporaries,Inc.,
dba CornerStone Staffing-Exhibit B Page 16 of 16
M&C Review Page 1 of 1
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA Foal
DATE: 9/10/2019 REFERENCE ""M&C 19- LOG NAME: 14CORNERSTONE
NO.: 0147 AMEND
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Amend Mayor and Council Communication C-29165 for all districts to Change the
Contractor Name from CornerStone Staffing to Smith Temporaries, Inc., dba
CornerStone Staffing Under Authorized Professional Services Agreement(ALL COUNCIL
DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council approve the correction of M&C C-29165 to change the name
of the contracting entity under the authorized Professional Services Agreement from CornerStone
Staffing to Smith Temporaries, Inc., dba CornerStone Staffing.
DISCUSSION:
On July 25, 2019, the City Council approved M&C C-29165 for all districts,which authorized a
professional services agreement with Corner Stone Staffing for recruiting and filling employment
vacancies within the city for an amount not to exceed $150,000.00. The contractor name listed in the
M&C was incorrect. The correct name of the contractor is Smith Temporaries, Inc., dba CornerStone
Staffing. The purpose of this M&C is to revise M&C C-29165 to change the contractor's name to
Smith Temporaries, Inc., dba CornerStone Staffing.
All other terms of M&C C-29165 will remain the same for all districts.
A Form 1295 is not required for this contract because: This M&C does not request approval of a
contract with a business entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material effect on City Funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity I Budget Reference# Amount
ID I I ID I Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating_Department Head: Brian Dickerson (7783)
Additional Information Contact: Brian Dickerson (7783)
ATTACHMENTS
M&C 29165.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27294&councildate=9/10/2019 9/23/2019
9/23/2019 M&C Review
Official site of the City of ruftWoith,Texs
CITY COUNCIL AGENDA FORTIIVORTH
COUNCIL ACTION: Approved on 6/25/2019
REFERENCE ** 14EXECUTIVE
DATE: 6/25/2019 NO.: C-29165 LOG NAME: RECRUITING
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Master Professional Services Agreements with Careers Work Inc.,
GovHR USA, LLC and CornerStone Staffing Solutions, Inc. for a Combined Total Amount
Not to Exceed $650,000 Annually for Recruitment Placement Services for City
Departments (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
Authorize the execution of a Master Professional Services Agreement with Careers Work, Inc. in an
amount not to exceed $250,000.00 annually for executive recruitment services for all City
departments; and
Authorize the execution of a Master Professional Services Agreement with GovHR USA, Inc. in an
amount not to exceed $250,000.00 annually for executive recruitment services for all City
departments; and
Authorize the execution of a Master Professional Services Agreement with CornerStone Staffing
Solutions, Inc. in an amount not to exceed $150,000.00 annually for non-executive recruitment
services for all City departments.
DISCUSSION:
The City of Fort Worth currently uses only one talent acquisition service (Mackenzie Eason and
Associates) exclusively for its recruiting efforts. In order to provide more options for departments
within the City, an effort is being made by the Human Resources (HR) Department to provide
additional professional services that may better reflect the type of talent acquisition services a
department is looking for. The HR Department is seeking to enter into agreements with
CornerStone Staffing Solutions, Inc. (Cornerstone)for non-executive positions and GovHR USA, Inc.
(GovHR) and Careers Work, Inc. (Careers Work) for executive level positions.
Gov HR has municipality experience and has recruited for public-sector entities. They have worked
with the Park and Recreation Department within the last year and proven themselves to have a very
robust process that will meet the special and often unique needs and circumstances facing local
governments and not-for profit clients. Careers Work is a local executive firm and will tailor its
recruitment program to meet our needs by utilizing multi-channel sourcing and recruitment
strategies. Both firms provide a commitment to diversity in the candidate pool and will assist the city's
diversity efforts in ensuring that our internal workforce reflects the diversity of our community. They
will both also provide the City with a two year guarantee for our executive recruitments.
Cornerstone will assist with providing adequate pools of qualified private sector candidates for non-
executive positions that are difficult to fill each year in various departments. Cornerstone currently
provides separate temporary staffing services to the City under a separate agreement and has
deployed a custom marketing strategy and executed a targeted and proactive recruitment campaign
to engage elite talent.
Authorizing these Master Services Agreements with the above mentioned companies allows every
department to utilize these services, along with the current services offered my Mackenzie Eason and
apps.fortworthtexas.gov/counciI_packet/mc_review.asp?I D=27097&counciIdate=6/25/2019 1/2
9/23/2019 M&C Review
Associaties, eliminates the need for departments to enter into individual contract Agreements and
provides choices for the departments to use such services on an as needed basis. All recruiting fees
would be approved by the appropriate Assistant City Manager and Department Director, and charged
to the department for which the search is being performed.
TERM -These Agreements shall be effective upon execution and shall remain in effect for one year
from the date of execution.
RENEWALS - These Agreements may be renewed at the City's option for four consecutive terms of
one year each. This action does not require specific City Council approval provided that sufficient
funds have been appropriated during the renewal terms. The pricing during any renewal term shall
not exceed five percent of the previous years' pricing.
FISCAL INFORMATIONXERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the participating departments and that prior to an expenditure being made, the
participating department has the responsibility to validate the availability of funds without exceeding
existing appropriations.
TO
Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I Year Chartfield 2
Submitted for City Manager's Office by_ Susan Alanis (8180)
Originating Department Head: Brian Dickerson (7783)
Additional Information Contact: Brian Dickerson (7783)
ATTACHMENTS
apps.fortworthtexas.gov/council_packet/mc_review.asp?ID=27097&councildate=6/25/2019 2/2