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Item 4C
ITEM 4C CITY OF SOUTH LAIN MEMORANDUM April 14, 2021 TO: Shana K. Yelverton, City Manager FROM: Stacey Black, Director of Human Resources SUBJECT: Approve the First Amendment to the Customer Agreement for Temporary Services with Robert Half International Inc. in an amount not to exceed $100,000 to provide temporary staffing at the Northeast Tarrant County COVID-19 Vaccination Clinic. Action Requested: City Council approval of the First Amendment to the Customer Agreement for Temporary Services with Robert Half International Inc. in an amount not to exceed $100,000 to provide temporary staffing at the Northeast Tarrant County COVID-19 Vaccination Clinic. Background Information: The COVID-19 Coronavirus pandemic has been an unprecedented event. In support of providing vaccinations to the public, the City of Southlake partnered with Tarrant County Public Health and the City of Hurst to open and staff the Northeast Tarrant County (NETC) COVID- 19 Vaccination Clinic. The clinic opened on January 13, 2021 and is generally open five days a week. It is equipped to administer up to 2,500 shots per day. As of April 7, 2021, the clinic has administered more than 100,000 vaccinations. The clinic initially planned to be open for approximately 12 weeks; however, it has been extended through June 30, 2021. To staff the clinic, Tarrant County Public Health requested assistance from local area cities. This request included assistance from fire department personnel to administer vaccinations and civilian staff to help with administrative roles such as registration, data entry, and traffic control. Southlake has provided over 990 hours of fire personnel support and more than 550 hours of help from volunteers who are registered volunteers through the City's volunteer program, Volunteer Southlake. To assist with civilian staffing, Southlake opted to hire three temporary employees from Robert Half International, Inc. and assign them to the clinic. Temporary staffing has allowed the same three individuals to work at the clinic since it opened in January with no impact on City staff or City services. As of April 9, 2021, the temporary employees have worked Shana K. Yelverton, City Manager ITEM 4C April 14, 2021 Page 2 more than 1,100 hours at an approximate cost of $32,587. The purpose of this request is to extend the temporary employee assignments an amount not to exceed $100,000. The additional labor will provide civilian support to the clinic from Southlake. This request will provide temporary staff funding for the clinic's duration through June 30, 2021 and longer should the clinic's operation be extended again. This purchase is exempt from bidding requirements under Local Government Code Section 252.022 (5) procurement for work that is performed and paid for by the day as the work progresses. It is important to note that the contract for temporary staffing for Robert Half International is part of the Houston -Galveston Area Council cooperative purchasing program HGAC Buy. Utilizing the HGAC Buy program allows the City to obtain a competitive pricing structure for temporary staffing. Financial Considerations: As of April 9, 2021 the City has expended $32,587 in temporary staffing. This request is to fund additional temporary staffing for the NETC Vaccination Clinic in an amount not to exceed $100,000. Pending final guidance from the Treasury Department, this expense qualifies for reimbursement under the American Rescue Plan Act of 2021. Strategic Link: • Focus Area: Partnerships and Volunteerism • Corporate Objective: B2: Collaborate with select partners to implement service solutions Citizen Input/ Board Review: N/A Legal Review: The City Attorney's Office has reviewed the contract and amendment. Alternatives: Deny the request as proposed. Supporting Documents: First Amendment to the Customer Agreement for Temporary Services Customer Agreement for Temporary Services Staff Recommendation: City Council approval of First Amendment to the Customer Agreement for Temporary Services with Robert Half International Inc. in an amount not to exceed $100,000 to provide temporary staffing at the Northeast Tarrant County COVID-19 Vaccination Clinic. FIRST AMENDMENT TO RH CUSTOMER AGREEMENT FOR TEMPORARY SERVICES THIS FIRST AMENDMENT TO RH CUSTOMER AGREEMENT FOR TEMPORARY SERVICES (this "First Amendment") is between Robert Half International Inc., doing business through its Division ("RH"), and The City of Southlake, Texas ("you" or "your"). RECITALS WHEREAS, RH and you entered into an agreement entitled "RH Customer Agreement for Temporary Services" dated January 13, 2021 (the "Agreement"); and WHEREAS, the parties hereto desire to amend the Agreement as more fully set forth below. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows: 1. Totally hourly fees billed under the Agreement shall not exceed One Hundred Thousand Dollars ($100,000.00) (the "Not -to -Exceed Amount'). Notwithstanding anything to the contrary in the Agreement: (i) RH may at any time, in its sole discretion, discontinue performance of the services once the Not -to -Exceed Amount has been attained (even if RH continued to provide services after the Not -to -Exceed Amount was reached); (ii) you shall have sole responsibility for monitoring fees charged in relation to the Not -to -Exceed Amount; (iii) you will either terminate the assignments or increase the Not -to -Exceed Amount prior to attainment of the Not -to -Exceed Amount; and (iv) you shall be responsible for all charges (including charges in excess of the Not -to -Exceed Amount) in the event you fail to notify RH of termination of the assignments or fail to increase the Not -to -Exceed Amount. Any capitalized terms used but not defined herein shall have the same meaning as provided in the Agreement. Except as otherwise agreed to in this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between this First Amendment and the Agreement, the terms of this First Amendment shall control. Any further modifications to the Agreement must be in writing signed by the parties hereto. IN WITNESS HEREOF, the parties hereto have executed this First Amendment as of the date and year of the last signature below. The City of Southlake, Texas Robert Half International Inc. By: Name: Title: Date: Name: Title: VP, Strategic Accounts Date: DocuSign Envelope ID: BD55A420-B837-4EC2-ABA4-38917FE30305 RH Customer Agreement for Temporary Services This RH Customer Agreement for Temporary Services (the "Agreement") governs transactions by which you retain the Services of Robert Half International Inc., doing business through its Division ("RH"), to assist The City of Southlake, Texas ("you" or "your') in meeting its staffing needs. Part 1 - General 1.1 Definitions "Assigned Individual" means the individual assigned to you by RH. "Division" means the OfficeTeam division of RH. "Services" means the provision of services by the Assigned Individual to you. 1.2 Agreement Structure Additional terms for the Services are included in Exhibit A, which are attached to this Agreement. RH also provides additional terms for Services in job arrangement letters which are also part of this Agreement. All transactions under this Agreement will have a job arrangement letter, which will be sent to you when RH provides Services to you. In order to initiate Services, you will provide RH with notice (e.g., via telephone, e-mail, facsimile or mail) describing the Services you need in reasonable detail. RH will promptly reply to such request and indicate whether RH will or will not provide the requested Services. If RH elects to provide the requested Services, RH will send you a job arrangement letter. Services provided under this Agreement may also be memorialized in a statement of work substantially in the form attached hereto as Exhibit B, which, when fully executed by both parties, shall be incorporated into and made a part of this Agreement as though fully set forth herein (each a "Statement of Work"). In the event there is a conflict among the terms in the various documents, the order of precedence shall be: (1) the body of this Agreement; (2) the Statement of Work; and (3) the job arrangement letter. You accept the terms in a job arrangement letter by your approval of the Assigned Individual's weekly timesheet or electronic time record. Services become subject to this Agreement when RH accepts your order by 1) sending you a job arrangement letter, or 2) providing the Services. With respect to RH, this Agreement is only applicable to, and the only RH division obligated under this Agreement is, the Division. 1.3 Charges and Payment Amounts are due and payable as RH specifies in Exhibit A, including the fees payable for directly hiring Assigned Individuals and the fees payable if an Assigned Individual works overtime, e.g., in excess of 40 hours per week. You agree to pay accordingly, including any late payment fee. 1.4 Changes to the Agreement Terms For a change to be valid, both parties must sign it. Additional or different terms in any written communication from you (such as a purchase order) are void. 1.5 Limitation of Liability Circumstances may arise where, because of a default on RH's part or other liability, you are entitled to recover damages from RH. Regardless of the basis on which you are entitled to claim damages from RH (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), RH's liability, if any, will (in the aggregate for all claims, causes of action or damages) be limited to any actual direct damages up to an amount equal to the fees actually paid to RH for the Services that are the subject of the claim. Items for Which RH is Not Liable Under no circumstances is RH liable for any special, incidental, exemplary, indirect lost profits, or consequential damages (including, but not limited to, lost business, revenue, goodwill, or anticipated savings), even if informed of the possibility. 1.6 General Principles of Our Relationship a. Each party will maintain workers' compensation insurance and commercial liability insurance. b. RH will be responsible, to the extent applicable, for any workers' compensation insurance, federal, state and local withholding and unemployment taxes, social security, state disability insurance or other payroll charges for the Assigned Individuals. c. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. 1.7 Agreement Term This Agreement is dated and effective as of January 13, 2021 and will continue for a period of one year thereafter, unless terminated earlier. Either party may terminate this Agreement on thirty days' written notice to the other. Either party may terminate this Agreement if the other does not comply with any of its terms, provided the one who is not complying is given written notice and reasonable time to comply. © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/F/DN Page 1 of 6 Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, including the payment obligations set forth in Section 1.3 above, and apply to each party's respective successors and assignees. 1.8 Warranties EXCEPT AS SET FORTH IN EXHIBIT A, RH MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. Part 2 - Services 2.1 RH checks references only by asking specific questions to select past employers with regard to skills and work history before RH places an individual on his or her first temporary assignment. To the extent permitted by applicable law, RH will also have a third party vendor perform a seven-year criminal background investigation for the Assigned Individual for (i) all state felony convictions and pending felony charges; and (ii) state misdemeanor convictions and pending misdemeanor charges involving crimes of dishonesty or violence, in each case, in each county where the Assigned Individual has resided or worked within the U.S. in the last seven years as stated on his or her application with RH and as revealed by the results of a Social Security number trace. RH will also have a third party vendor perform a verification of the Assigned Individual's last five (5) years of employment or three (3) most recent former employers (whichever is less), based on the employer(s) listed on the Assigned Individual's application with RH and only to the extent such information can be verified. RH has not engaged in any verification process other than the checks described in this paragraph. If you request a copy of the results of any checks conducted on RH's Assigned Individuals, you agree to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes. You agree that Assigned Individuals may begin their assignments with you prior to completion of the background checks and/or screenings RH is conducting under this Agreement. If RH later determines the Assigned Individual is ineligible for placement with you based on the results of such completed checks and/or screenings, RH will remove the Assigned Individual from the assignment. In such event, you agree to pay for all hours worked by the Assigned Individual at the agreed upon hourly bill rate. 2.2 Scope of Assignment You agree that you are responsible for supervising the Assigned Individuals. You will not permit or require an Assigned Individual (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 make any final decisions regarding system design, software development or the acquisition of hardware or software; (v) to operate machinery (other than office machines) or automotive equipment or (vi) unless otherwise agreed in writing by RH, you will not permit our Assigned Individual to use software, services, tools, e-mail accounts or network equipment owned or licensed by the Assigned Individual. 2.3 Cash Handling and Other Financial Transactions and Activities Since RH is not a professional accounting firm, you agree that you will not permit or require Assigned Individuals (a) to render an opinion on behalf of RH or on your behalf regarding financial statements, (b) to sign the name of RH on any document or (c) to sign their own names on financial statements or tax returns. If you permit or allow our Assigned Individual to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, or conduct financial transactions or other related activities, you accept sole responsibility for all claims, demands and liability that may arise from permitting these activities. You represent and warrant that to the extent you permit or allow an Assigned Individual to engage in the activities described in this paragraph, you will not permit or allow the Assigned Individual to handle more than (i) $1,000 per day if you are a non-profit entity, or (ii) $25,000 per day if you are a for-profit entity. 2.4 Remote Work Notwithstanding anything to the contrary in this Agreement: a. In the event you permit any Assigned Individual to provide services to you remotely (i.e., from a location other than your or your customer's offices) using a laptop and/or other computer or telecommunications equipment of you, RH or the Assigned Individual (the "Equipment"), you acknowledge and agree that RH shall have no control over, and that you shall be solely responsible for, (i) the logical and physical performance, reliability and security of the Equipment and related devices, network accessibility and availability, software, services, tools and e-mail ac- counts (collectively, "Computer Systems") used by the Assigned Individual, and (ii) the security, integrity and backing up, of the data and other information stored therein or transmitted thereby. You shall not permit an Assigned Individ- ual to save or store any of your files or other data on the Computer Systems provided by RH (including, but not lim- ited to, any virtual desktop infrastructure or Microsoft Office 365 solution). You agree that RH shall not be liable for © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/F/DN Page 2 of 6 DocuSign Envelope ID: BD55A420-B837-4EC2-ABA4-38917FE30305 any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems. b. In addition to subsection (a) above, the additional terms of this subsection (b) shall also apply if you permit any Assigned Individual to use his or her own personal Equipment. You agree to take full responsibility for verifying, supervising and ensuring (i) that the Computer Systems used by the Assigned Individual meet your privacy and secu- rity standards, including, but not limited to, the physical, administrative and technical safeguards required for compli- ance with applicable data privacy laws, and (ii) that such standards on the Computer Systems are maintained throughout the assignment. You also agree to defend, indemnify and hold harmless RH (including, but not limited to, its employees, officers and directors) with respect to any claim, demand or liability that may arise from the Assigned Individual's use of the Computer Systems. 2.5 Workplace Safety RH does not place professionals on assignment for positions as licensed medical or clinical professionals, physicians, health care providers, nurses, nurse practitioners, or health care advocates. None of the personnel RH places are qual- ified to perform any clinical duties or duties requiring medical training or licensure. Accordingly, you agree not to, under any circumstances, require or permit any Assigned Individual to provide direct patient care (including, but not limited to, administering vaccinations to patients by injection or otherwise); offer medical treatment, advice or diagnoses; dispense pharmaceuticals; handle patient test results, specimens, or byproducts; or engage in any direct contact or communication related to the above matters with patients. This list of prohibitions is not exhaustive. You accept all liability for claims, costs, expenses, damages, liabilities, losses or judgments arising out of the violation of the foregoing and will indemnify RH (and its employees, officers, directors and shareholders), from any and all liability. You agree that you have full responsibility for: (i) providing safe working conditions as required by law, including compliance with all public health and occupational safety regulations and guidelines applicable to your business, and (ii) ensuring that safety plans exist for, and safety related training is provided to, our Assigned Individual working on your premises. Safe working conditions shall include, but not be limited to, you supplying Assigned Individuals, prior to each shift, with Personal Protective Equipment consistent with OSHA requirements for "high exposure risk" positions. It is your responsibility to provide appropriate direction, guidance or oversight to Assigned Individuals for satisfactory performance on your engagement. To ensure the safety of potentially vulnerable individuals on your premises, you agree not to permit our Assigned Individuals to have unsupervised or unmonitored contact with (1) minors or (2) adults who are under your care, custody or supervision because of mental health impairments. If any assignment under this Agreement is for work to be performed under a government contract or subcontract, you will notify RH immediately (1) of any obligations in the government contract or subcontract relating to wages, and (2) if RH is legally required to initiate E -Verify verification procedures for any Assigned Individual. 2.6 Operation of Vehicles and Equipment We do not authorize our Assigned Individuals to operate machinery (other than office machines) or vehicles. If you wish to permit our Assigned Individuals to drive for business purposes, you accept sole responsibility for all liability, dam- ages, injuries or other claims that may arise or be incurred as a result of such driving. If you require our Assigned Indi- viduals to drive a vehicle owned by Client or by a Client employee, you agree to maintain such vehicle in good working condition and maintain all necessary and appropriate insurance for the operation of such vehicle. Under no circum- stances will you permit our Assigned Individuals to: make bank deposits; carry cash in excess of $100, negotiable in- struments or other valuables while driving; or have passengers in the vehicle. It is agreed that you accept full responsi- bility for, and that we do not maintain insurance to cover any injury, damage, or loss that may result from your failure to comply with the foregoing. 2.7 You agree that you are responsible for reporting any claim to RH in writing during or within ninety (90) days after the termination of the applicable assignment. RH will not be responsible for any claim related to the engagement, including, but not limited to, any Services performed during such engagement unless you have reported such claim in writing to RH within ninety (90) days after termination of the applicable assignment. 2.8 You agree that you are responsible for implementing and maintaining usual, customary and appropriate internal procedures and controls (including accounting, information technology, proprietary information, creative designs and trade secret safeguards) for your company. You agree that you are fully responsible for, and that RH will not be responsible for, any injuries, claims, damages or losses that may result from your failure to comply with the foregoing. 2.9 Assigned Individuals will execute any confidentiality agreement that you may require. You are responsible for obtaining the Assigned Individual's signature. You agree to hold in confidence the identity of any Assigned Individual and the Assigned Individual's resume, social security number and other legally protected personal information, and you agree to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure. This Agreement, its job arrangement letter(s) and Statement(s) of Work, are the complete agreement regarding these transactions and replace any prior oral or written communications between RH and you regarding these transactions. © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/F/DN Page 3 of 6 DocuSign Envelope ID: BD55A420-B837-4EC2-ABA4-38917FE30305 By signing below, both parties agree to the terms of this Agreement. Once signed, 1) any reproduction of this Agreement or job arrangement letter made by reliable means (for example, photocopy or facsimile) is considered an original and 2) all Services ordered under this Agreement are subject to it. Agreed to: The Ciloouthlake, XTxas By Au o zed signature Name (type or print) Date: Customer address: Agreed to: Rob ff'IW4t'$NtionalInc. B rMt,tMaJn, Y Au onzed signature Name (type or print): Greg Freeman Date: 1/25/2021 RH address: 2613 Camino Ramon San Ramon, CA 94583 Attn: Contracts Manager, Strategic Accounts After signing, please return a copy of this Agreement to the RH WH address" shown above. © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/FIDN Page 4 of 6 DocuSign Envelope ID: BD55A420-B837-4EC2-ABA4-38917FE30305 Exhibit A Assigned Individuals are assigned to you under the following additional terms: 1. Guarantee - RH guarantees your satisfaction with the Services of the Assigned Individual by extending to you a guarantee period equal to the first day (8 hours) of the assignment. If, for any reason, you are dissatisfied with the Assigned Individual assigned to you, RH will not charge for the hours worked during the first day (8 hours) of the assignment, provided you allow RH to replace the Assigned Individual. Unless you contact RH before the end of this guarantee period, you agree the Assigned Individual is satisfactory. 2. Bill Rates and Time Sheet - Hourly bill rates for all assignments will be negotiated on a case-by-case basis. Assigned Individuals will present a time sheet or an electronic time record to you or your representative for verification and approval at the end of each week. RH will bill you weekly for the total hours worked; RH's invoices are due upon receipt, including applicable sales and service taxes all of which are payable by you. In the event that you fail to pay the invoices when due, you agree to pay all of RH's costs of collection, including reasonable attorneys' fees, whether or not legal action is initiated. Additionally, RH may, at its option, charge interest on any overdue amounts at a rate equal to the lesser of 1.50% per month or the highest rate allowed by applicable law from the date the amount first became due. RH may charge you a technology fee for the provision of equipment or technology, if you request that our professional use equipment or technology provided by RH. RH may also increase its rates for the Services provided under this Agreement to reflect increases in RH's own costs of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. RH will provide written or verbal notice of any technology fees and/or increase in its rates for the Services, and such increase will be prospective, starting as of the effective date RH specifies. 3. Overtime - If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. If state law requires double time pay, the double time hours will be billed at 2.00 times the normal billing rate. 4. Hiring the Person Referred to You - After you evaluate the performance and potential of an Assigned Individual on the job, you may wish to employ this person directly. In such event, you agree to pay a conversion fee. The conversion fee is payable if you hire an Assigned Individual, regardless of the employment classification, on either a full-time, temporary (including temporary assignments through another agency) or consulting basis during, or within twelve months after the last day of, the assignment. You also agree to pay a conversion fee if an Assigned Individual is hired by (i) a subsidiary or other related company or business as a result of your referral of the Assigned Individual to that company or (ii) one of your customers as a result of the Assigned Individual providing services to that customer. The conversion fee will be owed and invoiced upon the hiring of the Assigned Individual, and payment is due upon receipt of the invoice. The same calculation will be used if the Assigned Individual is converted on a part-time basis, using the full-time equivalent salary. The conversion fee will equal a percentage of the Assigned Individual's annual starting salary, as follows Hours Billed and Paid Fee 0 - 160 hours 25% of annual starting salary 161 - 320 hours 20% of annual starting salary 321 - 480 hours 15% of annual starting salary 481 - 640 hours 10% of annual starting salary 641+ hours No Fee © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/F/DN Page 5 of 6 DocuSign Envelope ID: BD55A420-B837-4EC2-ABA4-38917FE30305 Exhibit B STATEMENT OF WORK FOR RH CUSTOMER AGREEMENT This is a Statement of Work referred to in the RH Customer Agreement for Temporary Services dated January 13, 2021 (the "Agreement'), by and between City of Southlake ("you", "your" or "Client') and Robert Half International Inc., which Agreement is incorporated into and made a part of this Statement of Work. This Statement of Work shall be effective as of January 13, 2021. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agree- ment. Description of Services: Data Entry/ Administrative Support Estimated Timetable: 12 weeks Job Title (Must Match HGAC Rate Card): Data Entry Clerk Job Responsibilities: Data Entry/ Administrative support Client Supervisor: RH Account Representative: RH Assigned Individual: Name: Name: Chad Minter Phone:817-748-8193 Fax: Name: Holli McCasland Phone: 972-580-0880 Fax: Job Order: Bill Rate: Cheryl Bowens 04060-0011671947 $29.70 Rogelio Soto 04060-0011670785 $29.70 Christina AN 04060-0011670781 $29.70 Termination: Either party may terminate this Statement of Work by giving written notice to the other party. The parties hereby concur to this Statement of Work. Agreed to: City of S hlake ByA1_ aA44,t4l�_ Au ized signature Name (type or print) Date: Agreed to: Ro e rN 11RI?�Ohational Inc. By Authorized signature Name (type or print): Greg Freeman Date: 1/25/2021 © Robert Half International Inc., 2021. All Rights Reserved Robert Half International Inc. is an Equal Opportunity Employer M/F/DN Page 6 of 6