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HomeMy WebLinkAboutContract 44132Clicn SECRETARY' C WWW)11 U10. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY ©F FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alan's, its duly authorized Assistant City Manager, and SMITH TEMPORARIES, dba: CORNERSTONE STAFFING ("Agency"), a TEXAS Corporation and acting by and through Miranda Evans, its duly authorized Account Manager, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B m Payment Schedule 4. Exhibit C — Network Access Agreement 5. Exhibit D — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Agency hereby agrees to provide the City with temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. Staffing services will be provided by Agency personnel to meet specific business needs for either short term or long term assignments for a wide range of positions from general clerical to professional positions. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence December 1, 2012 ("Effective Date") and shall expire on November 30, 2013, unless terminated earlier in accordance with the provisions of this Agreement. The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to two successive one-year terms. Prior to exercising any such option to renew, the City shall verify that no one Agency personnel has, or will upon such renewal, have provided services under this Agreement for a collective term of more than 24 months. The City shall have the right, in its sole discretion, to remove any Agency employee who has or will have provided services under this Agreement for longer than 24 months. This Agreement is non-exclusive. The City of Fort Worth retains the rights to utilize other vendors for the same or similar services during the term of this Agreement, or during any renewal term. 3. COMPENSATION. The City shall pay Agency in accordance with the hourly rate of Agency personnel who perform services under this Agreement in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein; however, total payment made under this Agreement by the City for all services shall not exceed $1,000,000.00. Agency shall not perform any additional services for the City not specified by this Agreement unless the City requests and Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing OFFId1AL RECORD CUTY SECRETARY' fl WORM TX 01-29-1 3 PO4 : 56 i approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Agency not specified by this Agreement unless the City first approves such expenses in writing. TERMINATION. 4.1. Convenience. The City or Agency may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Agency 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Agency for services actually rendered up to the effective date of termination and Agency shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Agency shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Agency has received access to City information or data as a requirement to perform services hereunder, Agency shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Agency hereby warrants to the City that Agency has made full disclosure in writing of any existing or potential conflicts of interest related to Agency's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Agency hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Agency, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Agency 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. Agency shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Agency shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 6. RIGHT TO AUDIT. Agency agrees that the 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 of the Agency involving transactions relating to this Contract at no additional cost to the City Agency agrees that the City shall have access during normal working hours to all necessary Agency facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Agency reasonable advance notice of intended audits. Agency further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, 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 of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Agency 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 the City. Subject to and in accordance with the conditions and provisions of this Agreement, Agency 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, e mployees, contractors and subcontractors. Agency acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Agency, its officers, agents, employees, servants, contractors and subcontractors. Agency further agrees that n othing herein shall be construed as the creation of a partnership or joint enterprise between City and Agency. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Agency or any officers, agents, servants, employees or subcontractors of Agency. Neither Agency nor any officers, agents, servants, employees or subcontractors of Agency shall be entitled to any employment benefits from the City. Agency 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 subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - AGENCY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL P ERSONS, 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 AGENCY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - AGENCY HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO AGENCY'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT O F OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE N EGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF AGENCY, ITS OFFICERS, AGENTS, S ERVANTS OR EMPLOYEES. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 9. ASSIGNMENT AND SUBCONTRACTING. Agency shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment the assignee shall execute a written agreement with the City and the Agency under which the assignee agrees to be bound by the duties and obligations of Agency under this Agreement. The Agency and Assignee shall be jointly liable for all obligations of the Agency under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract the subcontractor shall execute a written agreement with the Agency referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Agency under this Agreement as such duties and obligations may apply. The Agency shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Agency shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Agency, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Professional Liability (Errors & Omissions) $1,000,000 Each Claim Limit $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 Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10 2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- 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 the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Agency has obtained all required insurance shall be delivered to the City prior to Agency proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Agency agrees that in the performance of its obligations hereunder, it, and its personnel will comply with all applicable federal, state and local laws, ordinances, rules and regulations, including the Clients sexual harassment, inappropriate conduct, violence in the workplace, drug use, and firearms in the workplace policies, 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 the City notifies Agency of any violation of such laws, ordinances, rules or regulations, Agency shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Agency, for itself its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Agency'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 Agency, its personal representatives, assigns, subcontractors or successors in interest, Agency agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To the CITY: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. To Agency: Smith Temporaries, dba: Cornerstone Staffing Attn Miranda Evans, Account Manager 1200 Summit Avenue, Suite 518 Fort Worth, Texas 76102 Facsimile (817) 335-3717 Neither the City nor Agency 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 Agency, 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. 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Agency 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 the City s or Agency'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. The City and Agency 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. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 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 reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Agency, 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. Agency 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 Agency s option, Agency 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 the City to Agency for the nonconforming services. 26. MILESTONE ACCEPTANCE. — Intentionally Deleted. 27. NETWORK ACCESS. If Agency and/or any of its employees, officers, agents, servants or sub -contractors (for purposes of this section "Agency Personnel"), requires access to the City's computer network in order to provide the services herein, Agency shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit ` C" and incorporated herein for all purposes 28. IMMIGRATION NATIONALITY ACT. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Agency shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Agency shall complete the Employment Eligibility Verification Form (1-9), 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 this Agreement. Agency 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. Agency shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Agency shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Agency. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4 2, if either City or Agency has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email mail phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non -binding mediation in Tarrant County, Texas upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. 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(s) hereto, may be executed by any authorized representative of Agency whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "D" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 31. 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 the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing copyrightable aspect of the Work Product shall be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Agency 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 the 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 the City. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 20 ACCEPTED AND AGREED: CITY OF FORT WORTH: By Susan Alanis sistant City Manager Date: I I a-s3 i )% ,c,":"-Thcvtivrati \•;;IFoicii pia ea , r PId� I©o APPROVED AS TO FORM AND L AgTY• a4 ,07 Bsc: Maleshia a Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: ( (4 cif Date Approved: 1 244 112' Professional Services Agreement Smith Temporaries, dba: Cornerstone Staffing - 0 0 0 0 SMITH TEMPORARIES, dba: CORNERSTONE STAFFING IP Miranda Evans Account Manager Date: I SL( I I ATTEST: on 1f (Carr o • ®r JfrX ktiq 4 19 Pr 0 0 id 0 J, O Vo :9600000 x:7 S44 4Cfre. itettustCps 10 A • OFFICNAL RECUR!" CITY $WRWPAgrf ZS Remised June 2012 EXHIBIT A STATEMENT OF WORK Each Temporary Staffing Personnel ("Agency personnel") employed through the Agency will be supporting the City in a specific role with measurable goals and objectives to meet the City's needs. These goals and objectives will comprise the Scope of Work for each assignment so the Agency and City employees will be aware of expectations and outcomes for each assignment. 1.0 The Agency must adhere to the following terms and conditions: a. Appoint one person who is an employee of the agency to service this agreement and will be the liaison between the City and the agency; b. Provide temporary worker(s) within the requested time frame, with individuals who possess the required qualifications to perform the job to the fullest capacity. In the event the City is not provided a temporary worker within the specified timeframe, the City reserves the right to contact another agency for services; c. Conduct background screening, at the Agency's cost, for each Agency personnel prior to such personnel performing any services for the City under this Agreement Such screening shall include the same type of screening that the City would generally conduct for a City employee performing the same function Such screening may include, but may not be limited to driver's license check, personal identification check social security number check, criminal history, educational history employment history, required professional certification, or credit history. The City reserves the right to determine what type of screening is necessary according to job type and circumstances. Upon City's request, Agency shall provide City with a copy of the results of any background screen for Agency personnel assigned to perform services under this Agreement If the screening returns results that are unacceptable to the City, the City reserves the right to decline to have the respective Agency personnel perform services under this Agreement. The City shall have the right to request another Agency personnel be assigned to provide such services under this Agreement at no additional cost to the City. d. Provide qualified workers who possess necessary skills, knowledge and ability to perform the jobs as detailed in the job description. However, the City reserves the right to reject a worker if he/she is found to be unacceptable before or after starting on the job to which he/she has been assigned. If the City determines that the Agency personnel does not meet the qualifications needed has not followed applicable safety standards or for any other reason is unable to complete the assignment to the satisfaction of the City, Agency shall resolve the complaint or remove its personnel immediately and provide other qualified personnel to complete the assignment within ten (10) business days, or another time frame if agreed to by the parties, at no additional cost to the City If Agency is unable to provide other qualified personnel within the specified time period, City shall have the right to immediately terminate this Agreement 2.0 There shall be no obligations or restrictions on the part of the City to hire any temporary worker it is supplied under the terms of the agreement on a full time basis following the term of the temporary employment. 3.0 If any Agency personnel assigned to provide services under this Agreement has worked at least 520 hours for City, City may convert such Agency personnel to a City employee without the payment of any fee to Cornerstone, provided that City has paid to Agency all invoiced amounts for such Agency personnel. 3.1 If any Agency personnel assigned to provide services under this Agreement has workless Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 11 than 520 hours for City, then the City may hire such Agency personnel who has worked less than 520 hours by paying Agency as follows City will be charged the difference between the hourly bill rate to the City and the hourly pay rate to Agency personnel for the remaining number of hours on the Agency personnel's contract. 3.2 In the event the City chooses to convert any Agency personnel assigned to provide services under this Agreement to a City employee, City shall not be liable for any benefits, reporting of taxes, or compensation except as otherwise provided herein, prior to the time such Agency personnel becomes a City employee. 4.0 The Agency will be required to maintain a bond on the employees it provides to the City to protect the City from any loss caused by temporary worker supplied by the Agency. 5.0 The Agency is required to pay the hourly wage rate established by the Department of Labor. The City reserves the right to approve night differential pay. 6.0 Assigned candidates must have a dependable vehicle or another reliable source of transportation. 7.0 The Agency will be required to provide the City with weekly timesheets and billing information by job classification. 8.0 Starting times will vary Regular hours will be Monday through Friday, 8:00 a.m. to 5:00 p.m. Temporary workers will not be allowed to work overtime; however worker must be flexible to working some Saturdays. Workers will be paid only for hours actually worked and tardiness or absenteeism will not be tolerated. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 12 EXHIBIT B PAYMENT SCHEDULE Compensation shall be based on the pricing schedule of services listed which is attached to this agreement and incorporated herein. The hourly rates must be inclusive of all costs to provide these services including the temporary employee(s) hourly wage(s). Rates shall remain in effect for the duration of the agreement term Job Title Labor Rate Range Min Labor Rate Range Max Add -on Rate Percentage Management Analyst II- $29.00 $44.00 40% performs a wide variety of complex analytical support duties related to organizational analysis and/or budget preparation and monitoring; to analyze complex systems, procedures and operations; to design and implement improved systems, procedures and methods; and to perform a variety of analytical and administrative tasks relative to assigned area of responsibility. Administrative $13.00 $16.00 40% Coordinator- Piovides services by coordinating and monitoring administrative projects; Maintains administrative workflow by studying methods; implementing cost reductions; developing reporting procedures. Develops administrative staff by providing information, educational opportunities, and coaching. Maintains continuity of work operations by documenting and communicating needed actions to management; discovering irregularities; determining continuing needs. Accounting Clerk -performs $10.00 $15.00 40% calculations such as addition, subtraction, percentages; uses 10-key by touch and light detail Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 13 accounting. Must have ability to handle monies and be familiar with banking procedures. Skill in reading computer readouts and conduct basic research. Ability to perform simple Journal entries. Senior Accounting Clerk - same skills as Accounting Clerk. Work experience in accounting, some typing and answering inquiries required. Knowledge of accounting principles. Able to perform complex journal entries Receptionist -greets visitors, handles incoming calls, and performs general administrative duties, Assist other administrative staff with overflow work, including word processing, data entry, and internet research tasks. General Clerk I -ability to process information fiom one or several sources according to established guidelines; compiles, inputs, sorts, and files data• performs simple, routine clerical duties; answers general inquires routes calls/visitors to appropriate source. Must have knowledge of specified software (basic knowledge and skill -not advanced). General Clerk II -same skills as General Clerk I, but ability to process information from several sources. Types/reviews/proofreads documents, reports, forms, etc. Occasionally types memos and correspondence; researches and corrects general problems, analyzes and posts information to records, reports, cards and files; answers general $11.00 $18.00 40% $9.50 $12.00 40% $10.00 $12.00 40% $11.00 $13.00 40% Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 14 inquiries; Must have knowledge of general office equipment such as computer, copy machine, etc Typing/data entry speed of 45wpm. Must have knowledge of specified software (basic knowledge and skill -not advanced). Data Entry Clerk -operates a computer system to input a variety of data; compiles and ensures information is complete and accurate; generates reports and other information; distributes to proper personnel Must have knowledge of specified equipment and software and skill of 5,000 stiokes per hour. Senior Data Entry Clerk - operates a computer system to input a variety of data; compiles and ensures information is complete and accurate; generates reports and other information; distributes to proper personnel; assist in routing calls/visitors to appropriate source; and may perform other general office duties. . Must have knowledge of specified equipment and software and skill of 8,000 stiokes per hour. Admimstratrve Assistant - ability to perform a variety of office tasks, such as answering a multi -line phone (4-18 lines) answers questions according to established guidelines; routes calls/visitors to appropriate source; types and proofreads reports and other correspondence on word processor/computer; composes correspondence and memos; opens and distributes mail; files/retrieves documents; may schedule appointments $9.00 $12.00 40% $10.00 $13.00 40% $10.00 $13.00 40% Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 15 and travel arrangements. Must have knowledge of general office practices/procedures and equipment, such as computer, copy machine, adding machine, etc. Must have knowledge of Windows 2000 and/or Windows XP and current word processing and spreadsheet software, (Le Microsoft Word 2000 or later and Microsoft Excel 2000 or later). Typing/Data Entry Speed of 60 wpm. Executive Assistant -same $12.00 $16.00 40% skills as Administrative Assistant with ability to interface with Executives and handle confidential matters. Must have knowledge of Windows 2000 and/or Windows XP and current word processing and spreadsheet software, (i.e Microsoft Word 2000 or later and Microsoft Excel 2000 or later). Typing/Data Entry Speed of 70 wpm and some statistical typing. Mailroom Clerk -sorts, $9.00 $12.00 40% bundles, distributes and collects mail. Knowledge of U.S. Postal regulations and poster meter machine. Ability to lift boxes, walk, and stand. Tier 1 Help Desk (IT) $16.00 $24.00 40% Network Administrator $30.00 $45.00 40% (IT) Graphic Designer (IT) $18.00 $32.00 40% Web Developer (IT) $34.00 $60.00 40% Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 16 EXHIBIT C NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the ' Network"). Agency wishes to access the City's network in order to provide temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. In order to provide the necessary support, Agency needs access to City's Internet, Intranet and email systems. 2 Grant of Limited Access. Agency is hereby granted a limited right of access to the City's Network for the sole purpose of providing temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Agency with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Agency. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. X Services are being provided in accordance with City of Fort Worth Purchase Order No. ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. ■ 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Agency has provided the City with a current list of its officers agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Agency shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions Agency officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Agency acknowledges, agrees and hereby gives its authorization to the City to monitor Agency's use of the City's Network in order to ensure Agency's compliance with this Agreement. A breach by Agency, its officers, agents, servants, employees or representatives of this Agreement and any other written instructions or guidelines that the City provides to Agency pursuant to this Agreement shall be grounds for the City immediately to deny Agency access to the Network and Agency's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. Professional Services Agreement Revised June 2012 Smith Temporaries, dba: Cornerstone Staffing 17 5.1 Notice to Agency Personnel — For purposes of this section, Agency Personnel shall include all officers, agents, servants, employees, or representatives of Agency. Agency shall be responsible for specifically notifying all Agency Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (f) (9) (h) Agency shall be responsible for any City -owned equipment assigned to Agency Personnel, and will immediately report the loss or theft of such equipment to the City Agency, and/or Agency Personnel, shall be prohibited from connecting personally -owned computer equipment to the City's Network Agency Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network Agency Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 Any document created by Agency Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Agency Personnel shall not copy or duplicate electronic information for use on any non - City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Agency Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Agency agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Agency, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Agency agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Agency agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Agency -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Susa Alanis Asti ant City Manager Date: ! 1 �t ! l 3 ATTES By. City Secretary i APPROVED AS FORM B Assistant City A$orney M & C: aGafrreetairee!- fr D SMITH I EMP9RARIS, dba: CORNERSTONE T:A (.7ri AA 1\ 1 rn in 1 Y RI WCzt tiV uP91 Name: Miranda Evans Title: Acco nt Manager Date: l i a-f f 3 ATTEST: S c�i A nano IS 4. ca LEG llT : r^�i fT. I Professional Services Agreement Smith Temporaries, dba: Cornerstone Staffing e:mf reb ic, Qe ate_- i-..s � 0r.l�0 c OFFICIAL RECORL CITY SECRETARY FT. WORTH, TX Revised June 2012 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Smith Temporaries, dba: Cornerstone Staffing 1200 Summit Avenue Suite 518 Fort Worth, Texas 76102 Agency hereby agrees to provide the City with temporary professional staffing services to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the City's Enterprise Resource Planning Phase II (ERP II) project. Staffing services will be provided by Agency personnel to meet specific business needs for either short term or long term assignments for a wide range of positions from general clerical to professional positions. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed�by the Company. 1. Name. �t D ert. Position: $ la's Signature 2. Name. w� Star) Position: 00010,AMS VP Signature 1 3. Namel its Po ;it' kri s Sig i ture Name. '� Signature of President / CEO Other Title: e Date: t / 2-ft/ i 5 Professional Services Agreement Smith Temporaries, dba: Cornerstone Staffing Revised June 2012 19 ACORCP ® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YY YY) 01/16/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-972-991-3700 Arthur J. Gallagher Risk Mngmt. Services, Inc. 14241 Dallas Parkway Suite 300 Dallas, TX 75254 INSURED Smith Temporaries, Inc. DBA Cornerstone Staffing 401 E. Corporate Dr. Lewisville, TX 75057 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR IADDSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INL 9a wvn POLICY NUMBER 'MM/DD/YYYY1 (MM/DD/YYYYf A GENERALLIABILITY 02LX011739399-0 12/31/12 12/31/13 CONTACT NAME. PHONE (A/C. No. Extt: E-MAIL ADDRESS: Pamela Scofield 214-365-7905 pamela_scofield@ajg.com INSURER(S} AFFORDING COVERAGE INSURERA: GRANITE STATE INS CO INSURERB: NATIONAL UNION FIRE INS CO OF PITTS INSURER C : TEXAS MUT INS CO INSURER D : NATIONAL CAS CO INSURER E : INSURER F : A/C, Not: 972-991-4061 NAIC # 23809 19445 22945 11991 A B C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X 1 OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: 1 POLICY V X JECOT X LOC AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS HIRED AUTOS X UMBRELLA LIAB EXCESS LIAB X CERTIFICATE NUMBER 31615038 REVISION NUMBER: SCHEDULED AUTOS NON -OWNED AUTOS OCCUR CLAIMS -MADE DED I I RETENT ON WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below B Crime -Client Cover D Errors & Omissions Y/N NIA 02CA019048741-0 12/31/12 12/31/13 UM041866480-00 TSF0001164591 01-582-34-88 TH00008248 LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OPAGG COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 $ 1,000,000 $ 5,000 $ 1,000,000 $ 2,000,000 $ 2,000,000 $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) 12/31/1i 12/31/13 EACH OCCURRENCE 12/31/11 12/31/13 12/31/11 12/31/13 12/31/1; 12/31/13 AGGREGATE $ X IWC STATU- OTH- TORY LIMITS I ER 10,000,000 10,000,000 E.L. EACH ACCIDENT $ 1, 000, 000 E.L. DISEASE-EAEMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 Crime 1,000,000 Occurrence 3,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Staffing Services Certificate Holder includes: City of Fort Worth, employees, officers, officials, agents, the contracted services. and volunteers in respect to SEE ATTACHED ACORD 101 - ADDITIONAL REMARKS SCHEDULE for Blanket Additional Insured, Blanket Waiver of Subrogation and Blanket Notice of Cancellation list of endorsements with forms attached. CERTIFICATE HOLDER City of Fort Worth 1000 Throckmorton (Fort Worth, TX 76102 I ACORD 25 (2010105) pscofield 31615038 USA CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD/ >GENCY Arthur J. Gallagher AGENCY CUSTOMER ID: SMITTEM-01 LOC #: ADDITIONAL REMARKS SCHEDULE Risk Mngmt. Services, Inc. POLICY NUMBER CARRIER ADDITIONAL REMARKS NAIC CODE NAMED INSURED Smith Temporaries, Inc. DBA Cornerstone Staffing 401 E. Corporate Dr. a,ewisville, TX 75057 EFFECTIVE DATE: Page 2 of 2 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability ADDITIONAL INSURED: The General Liability and Automobile Liability Policies include blanket Additional Insured Endorsements (Commercial General Liability Texas Additional Insured -Owners, Lessees or Contractors -Scheduled Person or Organization Endorsement ? Blanket Form CG3395 05-12 and Automobile Additional Insured - Where Required Under Contract or Agreement Endorsement Form 61710 (12-94).See Attached Endorsements. PRIMARY & NON-CONTRIBUTING: The General Liability Policy includes primary and non-contributory Endorsement (General Liability Additional Insured - Primary Insurance Endorsement Form 74434 10-99). See Attached Endorsement. WAIVER OF SUBROGATION: The General Liability, Automobile Liability, and Workers' Compensation Policies include blanket Waiver of Subrogation Endorsements (Commercial General Liability Waiver of Transfer of Rights of Recovery Against Others to Us Endorsement Form CG2404 05/09; Automobile Waiver of Transfer of Rights of Recovery Against Others to Us (Waiver of Subrogation) Endorsement Form 62897 6-95, and Workers' Compensation Texas Waiver of Our Right to Recover from Others Endorsement Form WC420304A (ED. 1-01-2000). See Attached Endorsements. ALTERNATE EMPLOYER ENDORSEMENT: Workers' Compensation and Employers Liability Policy includes a blanket Alternate Employer Endorsement Form WC000301A (Ed.1-94). See Attached Endorsement. UMBRELLA LIABILITY: Follows Form of the underlying General Liability, Auto Liability and Employer's Liability. NOTICE OF CANCELLATION: The General Liability and Automobile Liability policies include a blanket notice of cancellation to certificate holders endorsement (General Liability Texas Changes - Amendment of Cancellation Provisions or Coverage Change Endorsement Form CG0205 12/04, Automobile Liability Texas Cancellation Provision or Coverage Change Endorsement Form CA0244 06-04). See Attached Endorsements. ACORD 101 (2008/01) 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 33 95 0512 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS SCHEDULED PERSON OR ORGAN' i TION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations) ANY PERSON OR ORGANIZATION AS REQUIRED BY CONTRACT OR AGREEMENT SHALL BE AN INSURED BUT ONLY WITH RESPECT TO THAT PERSON OR ORGANIZATION'S LIABILITY ARISING OUT OF YOUR OPERATIONS AS A STAFFING SERVICE OR PREMISES nwNFp BY OR RENTED TO YOT 1. Information required to complete this Schedule, if not shown above, will be shown in the peclarations. A. Section II Who Is An Insured is amended to include, as ari additional insured the persons) or organizations) shown in the Schedule, but only With respect to liability for "bodily injury", "property damage' or ''personal and advertising injury" caused, in whole or in part, -by; 1. Your acts or omissions; or 2. The_ acts or omissions of those -acting on your behalf; in the performance of your ongoing operations -for the additional insured(s) at the Ibcation(s) designated above. However, if you have entered into -a construction contract subject to Subchapter C of Chapter 151 of Subtitle C of- Title 2 of the Texas Insurance Code with the additional insured shown in the Schedule the insurance afforded to such persons) .©r organization(s). -only applies to the extentpermitted by Subchapter -C of Chapter 151 of- Subtitle C of Title 2 of the Texas Insurance Code, Locationi`s) Of Covered Operations B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury" or ' property damage" occurring after 1. All work including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed; or 2. That portion of your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engagedin performing operations for a principal as a part of the same project. CG 33 95 05 12 © Insurance Services Office, Inc., 2011 Page 1 of 1 This endorsement, effective 12:01 A.M. Policy No. • by ENDORSEMENT # issued to ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement mod;fies insurance provided under the following: COMMERCIAL LIABILITY COVERAGE FORM forms a part of Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary insurance where required by contract, and any other insurance issued to such additional insured shall apply as excess and noncontributory insurance. Authorized Representative 74434 (10/99) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12:01 A.M. forms a part of Policy No. issued to by ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT (PROFESSIONAL SERVICES EXCLUSION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section II - Liability Coverage, A. - Coverage, 1. - Who Is An Insured, is amended to add: d. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into, excluding contracts or agreements for professional services, which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However the insurance provided will not exceed the lesser of 1. The coverage and/or limits of this policy, or 2. The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 61710 (12/94) POLICY NUMBER' COMMERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL_ LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver of subrogation. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above_ CG 24 04 05 09 Insurance Services Office, Inc,, 2008 Page 1 of 1 El THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT # This endorsement, effective 12:01 A.M. forms a part of Policy No. issued to By WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, is amended to add: However, we will waive any right of recovery we have against any person or organization with whom you have entered into a contract or agreement because of payments we make under this Coverage Form arising out of an "accident" or "loss" if: (1) The "accident" or "toss" is due to operations undertaken in accordance with the contract existing between you and such person or organization; and (2) The contract or agreement was entered into prior to any "accident' or "toss". No waiver of the right of recovery will directly or indirectly apply to your employees or employees of the person or organization, and we reserve our rights or lien to be reimbursed from any recovered funds obtained by any injured employee. AUTHORIZED REPRESENTATIVE 62897 (6/95) ut WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY sttrauceCompany WC 42 03 04 A TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A, of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule ) Specific Waiver Name of person or organization ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2, Operations: ALL TEXAS OPERATIONS 3. Premium The premium charge for this endorsement shall be 2.00 percent of the premium developed on payroll in connection with work performed for the above persons) or organization(s) arising out of the operations described. 4. Advance Premium INCLUDED , SEE INFORMATION PAGE , This endorsement changes the policy to which it Is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause' need be completed only when this endorsement Is Issued subsequent to preparation of the policy.) This endorsement, effective on at 12:01 A.M. standard time, forms a part of Policy No. TSF-0001164591 20121231 of the Texas Mutual Insurance Company Issued to SMITH TEMPORARIES I NC NA: CORNERSTONE STAFFING ..�/f Endorsement No. Premium $ /�; d'h.-- �'"'✓ WC420304A (ED. 1-01-2000) Authorized Representative AGENT'S COPY QUSER 12-28-2012 ®WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Insurance Company ALTERNATE EMPLOYER ENDORSEMENT WC 00 03 01 This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary e mployment by the alternate employer in the state named in the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alternate employer is insured. Linder Part One (Workers Compensation Insurance) we will reimburse the altemate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its o bligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate e mployer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate e mployer. The policy may be canceled accordirig to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs) applies to you and the alternate employer. The alternate employer will recognize o ur right to defend under Parts One and Two and our right to inspect under Part Six Alternate Employer BLANKET Schedule Address State of Special or Temporary Employment VARIOUS LOCATIONS IN TEXAS ONLY TEXAS ANY TX 99999 This endorsement changes the policy to which It is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on at 12:01 A.M. standard time, forms a part of Policy No. TSF-0001164591 20121231 ofthe Texas Mutual Insurance Company Issued to SMITH TEMPORARIES I NC Endorsement No. DBA CORNERSTONE STAFFING Premium $ WC000301 (ED, 1-94) Authorized Representative AGENT COPY QUSER 12-28-2012 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 02 05 12 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CHANGES - AMENDMENT OF CANCELLATION PROVISIONS OR COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART P OLLUTION LIABILITY COVERAGE PART P RODUCT WITHDRAWAL COVERAGE PART P RODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part, we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Name. ANY PERSON OR ORGANIZATION WITH WHOM THE NAMED INSURED HAS ENTERED INTO A WRITTEN CONTRACT REQUIRING WRITTEN NOTICE OF CANCELLATION PER CERTIFICATES ON FILE WITH COMPANY EXCEPT 10 DAYS NOTICE SHALL BE GIVEN FOR NON-PAYMENT OF PREMIUM. 2. Address: 3. Number of days advance notice: 30 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 02 05 12 04 ISO Properties, Inc., 2003 Page 1 of 1 • POLICY NUMBER: C e MiM ERCIAL`k T : CA 02 44 06 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS CANCELLATION PROVISION OR COVERAGE CHANGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: Named Insured:* SCHEDULE Number of Days' Notice 30 (Authorized Representative) Name Of Person Or Organization ANY PERSON OR ORGANIZATION WITH WHOM THE NAMED INSURED HAS ENTERED INTO A WRITTEN CONTRACT REQUIRING WRITTEN NOTICE OF CANCELLATION PER CERTIFICATES ON FILE WITH Address COMPANY. EXCEPT 10 DAYS NOTICE SHALL'., t3E GIVEN FOR NON-PAYMENT If this policy is canceled or materially changed to reduce or restrict coverage, we will mail notice of cancellation or change to the person or organization named in the Schedule. We will give the number of day's notice indicated in the Schedule. Arthur). Gallagher Risk Management Services, Inc. TO CERTIFICATE HOLDER Our agency has issued the enclosed industry -standard ACORD certificate of insurance on behalf of our customer named as the insured in the certificate We want to share with you some important information regarding certificates of insurance The Texas Legislature passed and Governor Perry signed Senate Bill 425 to become effective January 1, 2012. This law requires certificate of insurance forms to be filed with and approved by the Texas Department of Insurance before they can be used after the effective date of the law. In addition the law codifies current Texas Department of Insurance rules that a certificate of insurance must not obscure or misrepresent the coverage provided by the insurance policies. An insurance agency could incur significant penalties under these rules and the new law, including the revocation of the agency s insurance license, if the certificate was issued as previously requested and it violates the legal requirements. After January 1, 2012 a certificate holder who requires an agent or policyholder to use an unapproved form or insert inappropriate language on a certificate may be sued by the Attorney General for injunctive relief, or to recover a civil penalty of up to $1,000 for each such requirement. Arthur J Gallagher Risk Management Services 14241 Dallas, Parkway #300 Dallas TX 75254 Phone 972-991-3700 Fax 972-991-4061 IL COUNCIL ACTION: Approved on 12/4/2012 DATE: 12/4/2012 REFERENCE NO.: CODE P TYPE• **P-11458 CONSENT LOG NAME• PUBLIC HEARING: SUBJECT: Authorize Professional Services Agreements with Abacus Service Corporation, Smith Temporaries d/b/a CornerStone Staffing, Lone Star NOC, Inc. d/b/a LoneStar Corporate Services, Makro Technologies, Inc., P I E Management, LLC, and Staffmark Investment, LLC, for Temporary Professional Staffing Services for a Total Combined Amount Not to Exceed $1,000,000.00 (ALL COUNCIL DISTRICTS) Official site of the City of Fo t Worth Texas FORT WORTII 13P12-0296 ERP II STAFF AUGMENTATION 'el ill NO 0111 RECOMMENDATION: It is recommended that the City Council authorize the execution of professional services Agreements with Abacus Service Corporation, Smith Temporaries d/b/a CornerStone Staffing, Lone Star NOC, Inc d/b/a LoneStar Corporate Services, Makro Technologies, Inc., P I E Management, LLC, and Staffmark Investment, LLC, for temporary professional staffing services for a total combined amount not to exceed $1,000,000.00. DISCUSSION: These Agreements will be used to provide temporary professional Staff to fill positions primarily vacated by City employees who are Subject Matter Experts (SMEs) and who will be working on the Enterprise Resource Planning II (ERP II) project. The recommended agencies were chosen based on evaluation factors listed in the Request for Proposals (RFP) including their experience with professional staffing, governmental experience, references, financial condition and cost The proposals were reviewed by an evaluation committee which consisted of Staff from the City Manager's Office, the Financial Management Services, and the Public Events departments. Most SMEs will begin participating in ERP II in February 2013. Depending on an individual's expertise and background, a typical SME could be engaged from 500 hours to 1 000 hours annually. Heavy SME participation is critical to ensure a successful implementation. Because of SME participation on the ERP II project, it will be difficult for City departments to maintain current service levels during the implementation process without these employees In order to reduce this potential operational impact and ensure adequate participation, departments will be able to backfill SMEs during the project using these requested Agreements. The ERP Phase II project will pay for backfill costs while the department will continue to fund the full-time employee, thereby creating no new net impact on departmental budgets. As staffing needs arise, Staff will notify the agencies of the needs and requirements Each agency will then compete to provide the highest quality employee at the best value. This competition not only ensures the best value for the City, but it will likely expedite the process of staffing the position The competitive approach is a best practice when seeking temporary staffing. BID ADVERTISEMENT - This Request for Proposal (RFP) was advertised every Wednesday in the Fort Worth Star -Telegram from August 29, 2012 through September 26, 2012. Sixty-eight vendors were solicited including sixteen vendors from the purchasing vendor database, 12 proposals were received. http://apps.cfwnet org/council_packet/mc_review. asp?ID=17631&c ouncildate=12/4/2012 1/23/2013 M/WBE - A waiver of the goal for MBE\SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS - Upon Council's approval, these Agreements will begin December 5, 2012, and end November 30, 2013. RENEWAL OPTIONS - These Agreements may be renewed for up to three successive one-year terms at the City s option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. Staff anticipates that the costs for renewal years will be the same as the first year. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Specially Funded Capital Projects Fund. BQN\12-0296\MJ TO Fund/Account/Centers FROM Fund/Account/Centers C291 539900 1310301361 XX $1.0001000.00 Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Lena Ellis (8517) Marilyn Jackson (2059) Jack Dale (8357) http://apps.cfwnet.org/council_packet/mc review.asp?ID=17631&councildate=12/4/2012 1/23/2013