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HomeMy WebLinkAboutContract 45025 (2)City Secretary Contract No. %as' PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Charles Daniels, its duly authorized Assistant City Manager, and ROBERT HALF INTERNATIONAL INC., through its division Robert Half Management Resources ("Consultant"), a Delaware corporation, with offices at 1300 Summit Ave., Suite 512, Fort Worth, TX 76102 ("Branch"). CONTRACT DOCUMENTS: The Contract Documents shall include the following in order of precedence: This Professional Services Agreement Statement of Work — Exhibit A Exhibit B — Payment Schedule and Rates Exhibit C — Non -Disclosure Agreement Exhibit D — Network Access Agreement Exhibit E — Work Verification Form All Exhibits shall be attached and incorporated into the Professional Services Agreement for all purposes herein. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with temporary staffing services for the purpose of assisting City with City's performance of designated audits and review of City processes, procedures and contracts for HUD funded programs administered by the City's Housing and Economic Development Department (HEDD) Attached hereto and incorporated for all purposes incident to this Agreement are Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. The term Consultant shall include Consultant, its officers, employees, temporary employees, or any individuals who provide services to the City pursuant to this Agreement (however, in each case, only in their capacity as representatives of Robert Half International Inc.). The term "City" shall include its officers, agents, employees, directors, and authorized representatives. 2. TERM. This Agreement shall commence upon the last date executed by the parties and shall expire on February 28, 2014 ("Expiration Date"); unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $40,000.00 ("Not -to -Exceed Amount") in accordance with the provisions of this Agreement and the Payment Schedule and Rates attached as Exhibit "B," which is incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. N otwithstanding anything to the contrary in this Agreement (including Exhibit By (i) Consultant shall have no obligation to continue performance of the services once the Not -to -Exceed Amount has been attained; (ii) City shall have sole responsibility for monitoring fees charged in relation to the Not -to -Exceed Amount; (iii) City will either terminate the assignment or increase the Not -to -Exceed Amount prior to attainment of the N ot -to -Exceed Amount; and (iv) City shall be responsible for payment for all authorized services provided u nder this Agreement (including charges in excess of the Not -to -Exceed Amount) in the event City fails to n otify Consultant of termination of the assignment or fails to increase the Not -to -Exceed Amount. P rofessional Services Agreement Robert Half Management Resources Page 1 of 18 R F `.:, k I Y E L) on- ` - 1 8 20'L'i tf:l;L:IU�II Ul: City Secretary Contract No. 4. TERMINATION. 4.1. Convenience, The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non -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 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 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 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any known existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees to immediately make full disclosure to the City in writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant's obligations to maintain the confidentiality of information provided to it by the City shall be further set forth in Exhibit `C," Non -Disclosure Agreement which is attached hereto and incorporated herein for all purposes. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if it becomes aware or should reasonably be aware that the security or integrity of any City information has been compromised or is believed to have been compromised. City will maintain the confidentiality of information provided to it by the Consultant to the extent permitted by applicable law. However, Consultant understands and acknowledges that the City is a public entity under the laws of the State of Texas, and as such, all documents held by the City may be subject to disclosure under Chapter 552 of the Texas Government Code. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books documents, papers, working papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly Professional Services Agreement Robert Half Management Resources Page 2 of 18 City Secretary Contract No. pertinent books, documents, papers, working papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access dunng 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. City agrees to provide Consultant's temporary employees with direction in accordance with the applicable Statements of Work attached as Exhibit A, while the temporary employees are providing services. However, it is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the work of its employees and be solely responsible for the negligent acts and omissions or willful misconduct of its officers agents, servants, employees, contractors and subcontractors in performance of this Agreement. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant its officers, agents, employees, servants, contractors 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 the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant 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. As an Independent Contractor for the City of Fort Worth Office of the City Auditor (OCA), Consultant shall perform all work assignments without direct supervision from Internal Audit Department staff and/or management. Consultant shall remain the legal employer of its temporary personnel placed with City for all purposes. Consultant will manage all employment aspects of the Consultant's employees assigned to City, including hiring, employment -based counseling, terminations, salary review, performance evaluations, work schedules, orientation and placement. Subject to Section 30 of this Agreement, Consultant has the right to reassign temporary personnel assigned to the City. Consultant shall be solely responsible for the payment of wages to the Consultant employees for work performed on assignments hereunder, and will be solely responsible for withholding federal, state, and local income taxes, paying social security taxes, unemployment insurance in an amount and under such terms as required by state law. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, P ROPERTY DAMAGE AND/OR BODILY INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, O F ANY KIND OR CHARACTER, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, S ERVANTS OR EMPLOYEES, IN PERFORMANCE OF THIS AGREEMENT. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, SERVANTS AND EMPLOYEES FROM AND AGAINST THIRD PARTY CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR BODILY INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR O MISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES N OTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING, BUT NOT Professional Services Agreement Robert Half Management Resources Page 3 of 18 City Secretary Contract No. LIMITED TO, SECTION 12 OF THE MAIN BODY OF THIS AGREEMENT), CONSULTANT SHALL NOT BE LIABLE OR RESPONSIBLE FOR, OR HAVE ANY DUTY OF INDEMNIFICATION FOR, ANY LOSS, DAMAGE, INJURY, CLAIMS OR LAWSUITS RESULTING FROM THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY, ITS OFFICERS, SERVANTS OR EMPLOYEES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant shall be liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall be liable for actions of the subcontractor to the extent Consultant would be liable if such services were performed by the Consultant 10. INSURANCE. Consultant 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 Consultant, 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 $100,000 $100,000 $500,000 liability Each accident/occurrence Disease - per each employee 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 (Errors & Omissions) coverage may be provided through an endorsement to Professional Services Agreement Robert Half Management Resources Page 4 of 18 City Secretary Contract No. the Commercial General Liability (CGL) policy, or a separate policy specific to Professional Liability E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims - made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) (b) (c) (d) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear The term City shall include its employees, officers, officials, agents, and representatives in respect to the contracted services. The workers' compensation policy shall include an alternate employer endorsement in favor of the City of Fort Worth. Consultant shall provide a minimum of thirty (30) days' notice of cancellation of coverage to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address 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- VI 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 Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES. RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, to the extent required by applicable law, 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 in violation of applicable law discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law If any third party claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Professional Services Agreement Robert Half Management Resources Page 5 of 18 City Secretary Contract No. TO THE CITY: City of Fort Worth Attn: Office of City Auditor 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With a copy to: City Attorney At the same address TO CONSULTANT: Name. Robert Half International Inc. Attn: Regional Manager Address: 1300 Summit Ave., Suite 512, Fort Worth, TX 76102 Facsimile. (817) 870-1278 With a copy to: Robert Half International Inc. 2613 Camino Ramon San Ramon, CA 94583 Attn: Client Contracts Department 14. SOLICITATION OF EMPLOYEES. The Robert Half Management Resources division of Consultant's Branch shall not, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment, whether as employee or independent contractor, any person who is or has been employed by City during the term of this Agreement, and provides or provided the same or similar services as the Consultant without the prior written consent of City. For purposes of this Agreement, 'solicit" does not include contact resulting from indirect means such as public advertisement, placement firm searches or similar means not directed specifically to an individual. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the 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 the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. 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. Professional Services Agreement Robert Half Management Resources Page 6 of 18 City Secretary Contract No. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure) 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 and shall not be deemed a part 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 either party hereto unless such amendment is set forth in a wntten instrument, which is executed by an authorized representative of each party 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant their assigns and successors in interest, as to the matters contained herein Any prior or contemporaneous oral or written agreement regarding the subject matter herein is hereby superseded to the extent in conflict with any provision of this Agreement 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement 25. NETWORK ACCESS. If Consultant requires access to the City's computer network in order to provide the services herein, Consultant shall execute the Network Access Agreement which is attached hereto as Exhibit "C" and incorporated herein for all purposes. 26. REFERENCE CHECKS. Consultant shall be fully and solely responsible for verification of minimum skill level and any applicable experience of any individual assigned to provide services under this Agreement only by performing reference checks as provided herein. No individual shall be assigned to provide services unless such individual meets the minimum skill level required and requested by the City to perform the associated services as set forth in the applicable Statement of Work. Consultant only checks references only by asking specific questions to select past employers with regard to skills and work history before placing an individual on his or her first assignment. Professional Services Agreement Robert Half Management Resources Page 7 of 18 City Secretary Contract No. 27. WARRANTIES. Consultant warrants that all work performed by its employees under this Agreement will be by employees who have the skills requested by City to competently complete the respective assignment as described in the applicable Statement of Work and that such work shall be in accordance with industry standards. Consultant makes no other warranties, express or implied. 28. NO DELIVERABLES. Notwithstanding any language to the contrary contained in this Agreement or attachment hereto with regard to fixed price deliverables, acceptance of deliverables, or milestones, Consultant shall be compensated on an hourly basis only in accordance with the hourly fees set forth in Exhibit B, Payment Schedule. 29. SCOPE. Services under this Agreement shall be provided by Robert Half Management Resources, a division of Robert Half International Inc. This Agreement is only applicable to, and the only Consultant branch and division obligated under this Agreement is the Robert Half Management Resources division of the Fort Worth, TX branch. Notwithstanding the foregoing, Robert Half International Inc. is Consultant s corporate entity and shall be liable for all obligations of the Robert Half Management Resources division of the Branch hereunder. 30. SUBSTITION OF TEMPORARY EMPLOYEES. (a) If City determines that any employee of Consultant does not meet the qualifications needed, has not followed applicable safety or accounting standards or for any other reason is unable to complete the assignment to the satisfaction of the City, City will direct Consultant to remove Consultant's employee immediately. City shall have the option of terminating the services immediately or requesting a substitute employee for the assignment If Consultant is unable to provide a satisfactory substitute employee within seven (7) business days, the City may terminate the services without penalty to the City. (b) If the employee no longer provides services for Consultant, Consultant shall have up to seven (7) business days to replace the employee with a substitute satisfactory to the City Consultant shall use its best efforts to provide a substitute employee at the same or comparable skill level. If the Consultant is unable to provide a satisfactory substitute employee within seven (7) business days, the City may terminate the services without penalty. (c) Except when an employee leaves Consultant's employment, Consultant may not remove an employee from a project without prior written consent of the City (d) Upon any termination or substitution of an employee prior to completion of the assignment, Consultant is responsible for retrieving all access cards, files, and all other property and security devices that may have been issued to Consultant's employee by the City and to deliver the items to the City. 31. CITY OWNERSHIP OF WORK PRODUCT Consultant acknowledges and agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs and manuals that were developed, prepared, conceived, made or suggested by the Consultant and/or its employees for the City pursuant to this Agreement, including all such developments as are originated or conceived for the City during the term of this Agreement and that are completed or reduced to writing hereafter (the "Work Product') will be and remain a work for hire and the exclusive property of the City. All rights title and ownership interests, including copyright, which Consultant and/or its employees may have in any Work Product or any tangible media embodying such Work Product are hereby assigned to the City Consultant for itself and on behalf of its employees waives any property interest in such Work Product. Professional Services Agreement Robert Half Management Resources Page 8 of 18 32. LIMITATION OF LIABILITY City Secretary Contract No. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR DAMAGE FOR BODILY INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY CONSULTANT, CONSULTANT'S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED TWO MILLION DOLLARS ($2,000,000.00). 33. LIMITATIONS ON JOB DUTIES City shall not require a temporary employee (i) to perform services outside of the scope of his or her assignment, (ii) to sign contracts or statements (including SEC documents), (iii) to make any management decisions, (iv) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, (v) to operate machinery (other than office machines) or automotive equipment, or (vi) to perform services remotely (e.g. on premises other than the City's premises), or to use computers, software or network equipment owned or licensed by the temporary employee. Since Consultant is not a professional accounting firm, City agrees that it will not require Consultant's temporary employees (a) to render an opinion on behalf of Consultant or on City's behalf regarding financial statements, (b) to sign the name of Consultant on any document or (c) to sign their own names on financial statements or tax returns. Executed in multiples this the day of/ ACCEPTED AND AGREED: CITY OF FORT WORTH: B Charles Daniels sistant City Manager Date: IOr 11, /3 ATTEST - By: ary City Secretary ED AS TO FORM AND LEGALITY: Dais cs C. Mcatai, Ate( ,Maleshia B Farmer Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not required Date Approved: N/A Professional Services Agreement Robert Half Management Resources Page 9 of 18 • ACCEPTED AND AGRFFD: ROBERT HALF INTERNATIONAL INC. EOE By: (LV�.�e�v�.. -Beat err+omas'3 Regional Vice Presiden Date: \(.1\\\‘:)_) By: Name: Title: WEIMAfL 2©©ft Firo V40121E411 (2 1 City Secretary Contract No. EXHIBIT A STATEMENT OF WORK Consultant agrees to provide staffing services for completion of 2013 grant reviews of HUD funded programs administered by the City's Housing and Economic Development Department (HEDD), in accordance with the highest professional industry standards. This review will consist of performing work program steps to gain reasonable assurance of the following: • Expenditures charged to the grant were allowable and adequately documented. • The sub -recipient has complied with federal and city requirements for the grant. • The sub -recipient has adequate internal controls to achieve program goals and properly monitor Community Development Block Grant (CDBG) funds. • The sub recipient maintains a financial management system designed to provide accurate current, and complete disclosure of financial results of programs, and provide records which adequately identify the source and application of funds for grant activities. • The sub recipient has a process for recording and tracking progress on attainment of program goals, objectives and outcomes. • Findings and concerns from current and past audits (including those in most recent A-133 Audit) have been adequately addressed. • Monitoring efforts have been performed and documented by HEDD staff. Office of the City Auditor (OCA) staff will provide "boilerplate" work programs that are used for all grant reviews. Consultant is expected to notify OCA management of any issues and/or situations that may impact its completion of the grant reviews. Any significant issues and/or problems noted during the review process should also be discussed with OCA management to ensure the City receives the end product contracted for pursuant to this Agreement. In order to ensure the confidentiality of sub recipient and City owned data and information, Consultant shall utilize an OCA laptop computer for preparing and storing electronic work papers. These computers do not allow for "wireless Internet capabilities and all data will be encrypted to protect the data and information. It is understood that all information and data collected and utilized during the audit project is the property of the City of Fort Worth OCA; therefore, it may not be used for any personal use; nor disclosed to anyone other than City of Fort Worth OCA management. Professional Services Agreement Robert Half Management Resources Page 10 of 18 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE AND RATES Consultant's employees assigned under this Agreement will submit a "Work Verification Form" in the form of Exhibit "E" for the City's approval at the end of each week The City's approval thereby will indicate its acceptance of the services provided in accordance with this Agreement. City will be billed monthly for the total hours worked by Consultant's employees. Invoices are due and payable within thirty (30) days of receipt of the invoice. Total payments under this Agreement shall not exceed $40,000.00 The hourly bill rate for the assignment set forth in Exhibit A hereto Grant reviews of HUD funded programs administered by the City's Housing and Economic Development Department (HEDD); shall be $55.80 per hour Overtime hours, if any, shall be billed at 1.5 times the regular hourly rate. Professional Services Agreement Robert Half Management Resources Page 11 of 18 City Secretary Contract No. EXHIBIT C NON -DISCLOSURE AGREEMENT THIS AGREEMENT is entered into and effective as of the effective date of the Professional Services Agreement to which it is attached (Effective Date) between CITY OF FORT WORTH ("CITY') a home rule municipal corporation organized under the laws of the state of Texas, and ROBERT HALF INTERNATIONAL INC., through its division Robert Half Management Resources ("Consultant") a Delaware corporation, with offices at 1300 Summit Ave. Suite 512, Fort Worth, TX 76102 ("Branch"), collectively referred to as the `parties" and individually as a "party." 1. City and Consultant intend to disclose to each other information, which may include confidential information, for the purpose of providing staffing augmentation services. The term "Confidential Information" will mean any information or data which is disclosed by a party to the other party under or in contemplation of the stated purpose and which (a) if in tangible form or other media that can be converted to readable form is clearly marked as proprietary, confidential or private when disclosed, or (b) if oral or visual, is identified as proprietary, confidential or private at the time of disclosure. Confidential Information may be either the property of the disclosing party or information provided by a corporate affiliate of the disclosing party or a third party. Disclosures under this Agreement may be made from the Effective Date of this Agreement until termination of the Professional Services Agreement to which this Agreement is attached, unless extended in a writing signed by both parties. For (a) (b) (c) (d) all Confidential Information, the recipient will: use the Confidential Information only for the stated purpose; restrict disclosure of the Confidential Information solely to those employees, consultants or agents of such party with a "need to know" and not disclose it to third parties without the prior written consent of the disclosing party; advise those employees consultants or agents who gain access to Confidential Information of their obligations regarding the Confidential Information; make only the number of copies of the Confidential Information necessary to disseminate the information to those employees who are entitled to have access to it, and ensure that all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies: and safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private information: notify disclosing party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by recipient, its employees, consultants or agents and will cooperate with disclosing party in every reasonable way to help disclosing party regain possession of the Confidential Information and prevent its further unauthorized disclosure or use. For purposes of this Agreement a "need to know' means that the employee, consultants or agents requires the Confidential Information in order to perform his or her responsibilities in connection with the stated purpose. 3. The obligations of Section 2 above will not apply to any Confidential Information which: (a) (b) (c) (d) (e) (f) is or becomes available to the public through no breach of this Agreement: was previously known by the recipient without any obligation to hold it in confidence is received from a third party free to disclose such information without restriction; is independently developed by the recipient without the use of Confidential Information of the disclosing party; is approved for release by written authorization of the disclosing party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or is required to be disclosed pursuant to applicable law, rule, regulation or court order as set forth in Section 12 below. Professional Services Agreement Robert Half Management Resources Page 12 of 18 City Secretary Contract No. 4. If the disclosing party inadvertently fails to mark as proprietary, confidential or private information for which it desires confidential treatment, it will so inform the receiving party The receiving party thereupon will return the unmarked information to the disclosing party and the disclosing party will substitute properly marked information. In addition, if the disclosing party, at the time of disclosure, inadvertently fails to identity as proprietary, confidential or private oral or visual information for which it desires confidential treatment, it will so inform the receiving party. The receiving party s obligations u nder Section 2 in connection with information encompassed by this section will commence u pon notice from the disclosing party of the failure to properly mark or identify the Confidential Information. 5. Each party acknowledges its obligation to control access to and/or exportation of technical data u nder the applicable export laws and regulations of the United States and each party agrees to adhere to and comply with the laws and regulations governing any technical data received under this Agreement. 6. Confidential Information, including permitted copies, will be deemed the property of the disclosing party The receiving party, will, within ten (10) calendar days of a written request by the disclosing party, return all Confidential Information, including all copies, to the disclosing party or, if so directed by the disclosing party, destroy all such Confidential Information. The receiving party will also within ten (10) calendar days of a written request by the disclosing party, certify in writing that it has satisfied its obligations under this Section 6. The receiving party's obligations under Section 2 will expire two (2) years after return or destruction of the disclosing party's Confidential Information. Both parties agree that an impending or existing violation of any provision of this Agreement would cause the disclosing party irreparable injury for which it would have no adequate remedy at law and that the disclosing party will be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. 8. Nothing contained in this Agreement or in any discussions undertaken or disclosures regarding the expiration of the confidentiality period stated in Section 6 will be deemed a commitment to engage in any business relationship, contract or dealing with the other party. The parties acknowledge that in the event that they develop, market and sell similar products and services nothing contained herein is intended to limit a party's activities or dealings except as expressly provided herein with respect to the disclosing party's Confidential Information 9. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement. 10. The term of this Agreement shall commence on the Effective Date and shall continue until Expiration of the confidentiality period stated in Section 6. 11. This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in violation of this section will be void. This Agreement will be binding upon the parties and their respective successors and assigns 12. The provisions of this Agreement shall not prohibit a disclosure required by law or any court of competent jurisdiction or any investigation of a governmental or regulatory body which is lawfully entitled to require any such disclosure, provided that prior to such disclosure the receiving party shall promptly notify the disclosing party of such requirement so that the disclosing party may contest such disclosure and otherwise protect its interests in the timing and content of such disclosure. The receiving party will exercise reasonable efforts to help disclosing party obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If a protective order or other remedy is not obtained, the receiving party will furnish only that portion of the Confidential Information that the receiving party is legally Professional Services Agreement Robert Half Management Resources Page 13 of 18 City Secretary Contract No. required to disclose. 13. If any provision of this Agreement will be held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect. 14. If either party employs attorneys to enforce any rights arising out of this Agreement, each party will be responsible for the payment of its own attorneys fees. 15. Each party warrants that it has the authority to enter into this Agreement and to lawfully make the disclosures contemplated hereunder. 16. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings with respect to such subject matter. The provisions of this Agreement may not be modified, amended or waived except by a written instrument duly executed by both parties. This Agreement is only applicable to, and the only Consultant branch or division obligated under this Agreement is the Robert Half Management Resources division of the Fort Worth, TX branch Notwithstanding the foregoing, Robert Half International, Inc. shall be responsible for any liability or claim for which Consultant is responsible hereunder, solely as provided for under the terms of this Agreement. 17. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means (for example, photocopy, facsimile or printed image) shall in all respects be considered an original. Professional Services Agreement Robert Half Management Resources Page 14 of 18 City Secretary Contract No. EXHIBIT D NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102 organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and ROBERT HALF INTERNATIONAL INC., through its division Robert Half Management Resources ("Consultant' or 'Contractor" for purposes of this Network Access Agreement) a Delaware corporation, with offices at 1300 Summit Ave., Suite 512, Fort Worth, TX 76102 ("Branch"), collectively referred to as the 'parties" and individually as a "party.' 1. The Network. The City owns and operates a computing environment and network (collectively the 'Network"). Contractor wishes to access the City's network in order to provide staff augmentation services. In order to provide the necessary support, Contractor needs access to city's network and Internet, Intranet, and email. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing staff augmentation services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City s Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will 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. 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 Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents servants, employees or Professional Services Agreement Robert Half Management Resources Page 15 of 18 (f) (9) (h) City Secretary Contract No. representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the Toss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect 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 (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non - City computer except as necessary to provide services pursuant to this Agreement 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 Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor 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. Contractor 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 Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: (7,--isisttif tieette2J Charles Daniels Assistant City Manager Date: /Q• /& ATTES By: Mory Jr. Kayser City Secretary Professional Services Agreement Robert Half Management Resources Page 16 of 18 cP r1 > 0 hea d\‘. pex00000000 ROBERT HALF INTERNATIONAL, INC. 6:4 By: 4OA1NT\SJ2TeS therm je-)e0A\Q-. 00°\ Regional Vice Presiden Date: PROVPIJ4V D T,O FORM AND LEGALITY: DEN t' • MCEuza/ ASsT c ir' MITY Maleshia B. Farmer Assistant City /attorney OFFICIAL RECORD CITY SECRETARY Fir. WORTH, TX City Secretary Contract No. EXHIBIT E WORK VERIFICATION FORM Name of Consultant: Name of Personnel Assigned: Audit Project #: Date of Submission: Number of Hours Worked: Description of Work Completed: Comments from City Audit Staff (if needed): Work Approved Work Not Approved Approved by Contractor: Approved by City: Signature: Signature: Printed Name. Panted Name. Title: Title: Date: Date: For City Use Only Total Contract Amount: Approved Payment Amount: (rate X hrs worked) Remaining Balance: Remaining Hours: Professional Services Agreement Robert Half Management Resources Page 17of18 City Secretary Contract No. Professional Services Agreement Robert Half Management Resources Page 18 of 18