Ordinance No. 15,425ORDINANCE NO. 15,425
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BETWEEN
HOUSTON HIDTA AND RECRUITFUL LLC, FOR CREATING AND MAINTAINING
A LICENSE PLATE READER ("LPR") DATABASE; AUTHORIZING PAYMENT BY
THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE HUNDRED
EIGHTY -THOUSAND FOUR HUNDRED EIGHTY AND NOI100 DOLLARS
($180,480.00); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
*************************************************************************************
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute a Professional Services Agreement between Houston HIDTA and Recruitful
LLC, for creating and maintaining an LPR database. A copy of said agreement is attached hereto as Exhibit
"A" and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Recruitf it LLC,
in an amount not to exceed ONE HUNDRED EIGHTY -THOUSAND FOUR HUNDRED EIGHTY AND
NO.I 100 DOLLARS ($180,480.00) for professional services in accordance with the agreement authorized
in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NO. 100 DOLLARS ($50,000.00) or less.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of t e City Council of the City of
Baytown this the 13' day of April, 2023.
o� ep,Y ..... � BRANDON CAPETILLO, Mayor
EST:
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i
ANGELA JIWKSON,
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APPROVED d�S TID FOT�
SCOTT LVOND, City Attorney
R: Karen Anderson ORDINANCES\2023\2023.04.13\PSA4HoustonHIDTA.docx
EXHIBIT "A"
Recruitful LLC
401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
CONSULTING SERVICES AGREEMENT
This is a Consulting Services Agreement ("Agreement") made as of!�Oq(the "Effective
Date") between Recruitful LLC, ("RECRUITFUL") which has offices at 401 E. Las Olas Blvd. Suite 130,
Fort Lauderdale FL 33301, and Houston HIDTA, ("CLIENT') which has offices at 15311 Vantage Pkwy W.,
Suite 286, Houston, TX 77032.
RECRUITFUL's Responsibilities
1. RECRUITFUL will: (a) at CLIENT's request from time to time, recruit, interview, select, and assign workers
employed or engaged by RECRUITFUL ('Assigned Associates") to perform work in the job categories described on
Exhibit A under CLIENT's supervision at the locations specified on Exhibit A; (b) verify work authorization and obtain a
form 1-9 as required by the Immigration Reform and Control Act for Assigned Associates employed by RECRUITFUL;
(c) maintain all necessary personnel and payroll records for Assigned Associates employed by RECRUITFUL; (d) pay
net wages and fringe benefits, if any, directly to Assigned Associates employed by RECRUITFUL; (e) pay, withhold,
and transmit payroll taxes in connection with Assigned Associates employed by RECRUITFUL ; (1) provide
unemployment insurance and workers' compensation benefits, and handle unemployment and workers'
compensation claims involving Assigned Associates employed by RECRUITFUL; (g) require all Assigned Associates
to follow CLIENT's security, safety and other worksite rules that are disclosed in writing to RECRUITFUL; (h) require
Assigned Associates to execute a written acknowledgement that they are not entitled to benefits offered or provided
by CLIENT, and (1) require all Assigned Associates to sign CLIENT's confidentiality agreement before they begin their
assignment to CLIENT. In the event, for any reason, RECRUITFUL is unable or elects not to fill an order or requisition
for Assigned Associates, or upon the request of CLIENT, RECRUITFUL may use the services of one or more staffing
providers (hereinafter "Subcontractors") to supply temporary workers. RECRUITFUL shall require any Subcontractor
to comply with all material terms of this Agreement If at any time, CLIENT finds, in CLIENT's sole discretion, an
Assigned Associate's work or work -related behavior to be unacceptable, RECRUITFUL will remove such Assigned
Associate from CLIENT's assignment and will make reasonable efforts to replace such Assigned Associate
immediately. If CLIENT requests such removal within the first eight (8) hours of such assignment, RECRUITFUL will
not charge CLIENT for the time worked by such Assigned Associate. Unless CLIENT requests such removal within
the first eight (8) hours of such assignment. CLIENT will pay the applicable fees for the time actually worked by such
Assigned Associate.
CLIENT's Responsibilities
2. CLIENT will: (a) be responsible for its business operations, products, services, and intellectual property, including,
but not limited to properly supervising Assigned Associates performing its work; (b) properly safeguard and control its
premises, processes, or systems, and not permit Assigned Associates to operate any vehicle or mobile equipment, or
entrust them with unattended premises, cash, checks, credit cards, financial account numbers, social security
numbers, negotiable instruments, or other valuables without RECRUITFUL's express prior written approval or as
strictly required by the written job description provided to RECRUITFUL at the outset of the assignment; (c) provide
Assigned Associates with a safe work site and provide appropriate information, training, and safety equipment with
respect to any hazardous substances or conditions to which they may be exposed at the work site; and (d) not make
any offer or promise (oral, written, or by operation of benefits plan) relating to Assigned Associates compensation or
benefits.
www.recruitful.com
Recruitful LLC
401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
3. CLIENT will pay RECRUITFUL at the rates set forth on Exhibit A, or at such pricing as is agreed upon in writing
when the request Is made, and will also pay any additional costs or fees set forth in this Agreement RECRUITFUL
will invoice CLIENT for services provided under this Agreement on a weekly basis. The standard format for such
billing is PDF invoice via electronic mail. CLIENT shall pay RECRUITFUL's invoices net upon receipt of the invoice.
RECRUITFUL's preferred method of payment is by ACH transaction and/other approved method of direct transfer into
RECRUITFUL's designated bank account. RECRUITFUL reserves the right to charge interest on any amounts which
remain unpaid after thirty (30) days from date of invoice at a rate of two percent (2%) per month or the maximum
legal rate, whichever is higher, until paid in full. Invoices will be supported by the pertinent time records made
available to CLIENT on RECRUITFUL's approved electronic time capture system. CLIENT shall be granted
password -protected access and a license to use such time capture system in accordance with applicable Terms of
Use, from which system CLIENT shall review and approve the submitted work hours of Assigned Associates.
CLIENT's approval of the work time submitted for Assigned Associates certifies that the documented hours are
correct and authorizes RECRUITFUL to bill CLIENT for those hours. If a portion of any invoice is disputed, CLIENT
will pay the undisputed portion. CLIENT shall have 45 days from the date of each invoice to notify RECRUITFUL of
any errors or omissions relating to that invoice or shall waive any such objection. The parties shall work together in
good faith to resolve any invoice issue.
4. Assigned Associates are presumed to be nonexempt from laws requiring premium pay for overtime, holiday work,
or weekend work. RECRUITFUL will charge CLIENT special rates for premium work time only when an Assigned
Employee's work on assignment to CLIENT, viewed by itself, would legally require premium pay and CLIENT has
authorized, directed. or allowed the Assigned Employee to work such premium work time. CLIENT's special billing
rate for premium hours will be the same multiple of the regular billing rate as RECRUITFUL is required to apply to the
Assigned Employee's regular pay rate. (For example, when federal law requires 1500o of pay for work exceeding 40
hours in a week, CLIENT will be billed at 150% of the regular bill rate.)
5. If CLIENT uses the services of any Assigned Employee as its direct employee, as an independent contractor, or
through any person or firm other than RECRUITFUL during or within 120 days after any assignment of the Assigned
Employee to CLIENT from RECRUITFUL, CLIENT agrees to pay RECRUITFUL a fee in accordance with
RECRUITFUL's then current conversion policy and/or continue the Assigned Employee's assignment from
RECRUITFUL for a negotiated number of consecutive work hours equivalent to the applicable fee.
6. In addition to the bill rates specified in Exhibit A of this Agreement, CLIENT will pay RECRUITFUL, without any
markup, any required federal, state and local sales, use, excise, value added, or other like tax (excluding any tax
levied on RECRUITFUL's income) on the services provided under this Agreement. Likewise, RECRUITFUL reserves
the right, upon 30 days' notice, to increase its rates, on a pass-thru basis with no additional markup, due to increases
in taxes or premiums to which it is subject and/or the amount of any other new or increased labor costs associated
with Assigned Associates that RECRUITFUL is legally required to pay (such as wages, benefits, payroll taxes
(including without limitation, FICA, FUTA, SUTA, Affordable Care Act (ACA), worker's compensation, social program
contributions, or charges linked to benefit levels).
7. CLIENT may cancel without charge a request or order for services anytime within 24 hours of any Assigned
Associates' scheduled start time. Orders cancelled after such time will be subject to the fees set forth in Exhibit A.
Likewise, if CLIENT limits an Assigned Employee's work day to fewer than tour (4) hours, RECRUITFUL may deem
that day to include 4 hours of time worked (or such other period as may be required by applicable law, wage
www.recruitful.com
E-A-7) Recruitful LLC
r e c r U i t f U l 401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
determination, collective bargaining agreement, or other similar requirement) and may bill CLIENT for such reporting
time if RECRUITFUL pays the Assigned Employee for such reporting time.
Confidential Information
8. Both parties may receive information that is proprietary to or confidential to the other party or its affiliated
companies and their CLIENTs ("Confidential Information'. "Confidential Information" means all non-public proprietary
or confidential information, including, but not limited to, any trade secrets as defined under either the California
Uniform Trade Secrets Act or the federal Defend Trade Secrets Act, and all non-public financial, business or technical
information concerning the Disclosing Party's business, services, contractors, employees, techniques, methodologies
or clients, in oral, visual, written, electronic. or other tangible or intangible form, whether or not marked or designated
as "confidential," and all notes analyses, summaries, and other materials prepared by Recipient or any of its
Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided,
however, that Confidential Information does not include any information that: (a) is or becomes generally available to
the public other than as a result of recipient's or its representatives' breach of this Agreement; (b) is obtained by
recipient or its representatives on a non -confidential basis from a third -party that was not legally or contractually
restricted from disclosing such information. (c) recipient can establish by documentary evidence was in recipient's or
its representatives' lawful possession without restriction prior to disclosing party's disclosure hereunder; or (d)
recipient can establish by documentary evidence was or is independently developed by recipient or its
representatives without using or referring to any Confidential Information. Both parties agree to hold such information
in strict confidence and not to disclose such information to third parties or to use such information for any purpose
whatsoever other than performing under this Agreement or as required by law. If recipient or any of its representatives
is required by applicable law or a valid legal order to disclose any Confidential Information, recipient shall notify
disclosing party of such requirements so that disclosing party may seek, at disclosing party's expense, a protective
order or other remedy, and recipient shall reasonably assist disclosing party therewith. If recipient remains legally
compelled to make such disclosure, it shall. (a) only disclose that portion of the Confidential Information that it is
required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded
confidential treatment.
Reports
9. RECRUITFUL shall provide CLIENT at its request, and at no additional charge, such reporting as may be readily
generated from its existing systems without specific administrative effort. RECRUITFUL will provide CLIENT with
other reports and information as reasonably requested by CLIENT and at such cost as the CLIENT and
RECRUITFUL may separately negotiate.
Non-Solicitatior
10. CLIENT agrees not to directly or indirectly employ or engage as an independent contractor any staff employee of
RECRUITFUL during the term of this Agreement and for a period of six (6) months thereafter without the prior written
consent of RECRUITFUL. If CLIENT violates this paragraph, CLIENT will pay to RECRUITFUL a fee in the amount of
20% of the employee's annualized compensation with CLIENT or the new employer.
Nature of the Relationship & Cooperation
11. At all times during the term of this Agreement, RECRUITFUL shall retain its independent status and nothing
herein shall be deemed to create a relationship of principal or agent, and RECRUITFUL and its Assigned Associates
are and shall at all times be independent contractors to CLIENT.
l •u
C']' D Recruitful LLC
r ec r u f t f u 1 401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
12. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and
resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned
Associates.
13. To the extent permitted by law, RECRUITFUL will defend, indemnify, and hold CLIENT and its parent,
subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and
liabilities (including reasonable attorneys' fees) to the extent caused by RECRUITFUL's negligence in the discharge
of its duties and responsibilities set forth in paragraph 1.
14. To the extent permitted by law, CLIENT will defend, indemnify, and hold RECRUITFUL and its parent,
subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses and
liabilities (including reasonable attorneys' fees) to the extent caused by CLIENT's negligence in the discharge of its
duties and responsibilities set forth in paragraph 2.
15. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE FOR OR BE REQUIRED TO INDEMNIFY THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES
THAT ARISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION
(WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF
HOW CHARACTERIZED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
16. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within
fifteen (15) business days after it receives notice of any claim, loss, liability, or demand for which it seeks
indemnification from the other party; and the party seeking indemnlfication will cooperate in the investigation and
defense of any such matter.
17. The provisions in paragraphs 13 through 17 of this Agreement constitute the complete agreement between the
parties with respect to indemnification, and each party waives its right to assert any common- law indemnification or
contribution claim against the other party.
19. Intentionally Omitted
20. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this
Agreement will remain effective after termination or nonrenewal.
21. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the
parties.
22. Each provision of this Agreement will be considered severable. such that if any one provision or clause conflicts
with existing or future applicable law or may not be given full effect because of such law, no other provision that can
operate without the conflicting provision or clause will be affected.
23. This Agreement and the exhibits attached to it contain the entire understanding between the parties and
supersede all prior agreements and understandings relating to the subject matter of the Agreement.
Recruitful LLC
r e c r u i t f u f 401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
24. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective
representatives, successors, and assigns.
25. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right
of such party thereafter to enforce each and every provision of this Agreement.
26. Neither Party will transfer or assign its rights or delegate its duties under this Agreement without the other Party's
written consent; provided, however, that either Party may assign its rights and obligations under this Agreement
without the consent of the other Party in the event that the assigning Party enters into a corporate reorganization,
consolidation or merger with any other entity or transfers all or substantially all of its properties and assets to another
entity. This Agreement shall inure to the benefit of and be binding upon all permitted successors and assigns.
27. Any notice or other communication will by deemed to be properly given only when sent via the United States
Postal Service or a nationally recognized courier, addressed as shown on the first page of this Agreement.
28. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due
to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the
nonperforming party.
29. The headings of the paragraphs of this Agreement are inserted solely for the convenience of reference. They will
in no way define, limit, extend, or aid in the construction of the scope, extent, or Intent of this Agreement.
30. The rule of construction that ambiguities in an agreement are to be construed against the drafter will not be
invoked or applied in any dispute regarding the meaning of any provision of this Agreement.
Term of Agreement
31. This Agreement will be for a term of two (2) years from the first date on which both parties have executed it. The
Agreement may be terminated at any time for any reason by either party upon 90 days' written notice to the other
party. Further, either party shall have the right to immediately cancel this Agreement and/or suspend any services
hereunder upon written notice to the other party: (a) in the event a party becomes bankrupt or insolvent, discontinues
operations, or fails to make any payments as required by the Agreement; or (b) in the event of any material breach of
the obligations of this Agreement by the other party and/or the existence of any condition that would render further
performance unlawful or unsafe (e.g., hazardous working conditions or business practices, labor dispute, etc.). To the
extent that RECRUITFUL provides services and CLIENT accepts such services after expiration or termination of this
Agreement, the terms and conditions of this Agreement shall apply.
MO - fit1J . r
CRID
recruitful
Recruifful LLC
401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE. EXECUTED THIS AGREEMENT AS OF THE
EFFECTIVE DATE BELOW TO EXPRESS THE PARTIES' AGREEMENT TO ITS TERMS.
RecrulNul LLC
Client Name Company Name
Signature r Signature
)A.)� e- M- LJ.P ' `--%,# `Amit Dharmani & Managing Director
Printed Name & Title 6 Printed Name & Title
Date
www.recruitful.com
14 Feb 2023
Date
OIC-)
recruitful
EXHIBIT A
STATEMENT OF WORK
Recruitful LLC
401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
This is a Work Order ("STATEMENT OF WORK") is attached to and made part of the Consulting Services Agreement,
dated ("AGREEMENT") between Recruitful LLC, ("RECRUITFULI which has offices at 401 E.
Las Olas Blvd. Suite 130, Fort Lauderdale FL 33301, and ("CLIENT') which has offices
at
Consultant Details
Consultant Name
Title
CLIENT Resource Manager Name
Allotted Hours (Standard Time)
Allotted Hours (Overtime)
Total Budget (Inclusive of any bonuses)
Start Date
Responsibilities
Travel Expenses & Bonus Markup
Markup will be applied to all travel expenses & bonuses
Travel & Expenses
Bonuses
:Markup..-
1.0
1.25
Conversion Fee
CLIENT may convert Consultant to a full-time employee with conversion fees outlined in the table below
- Percentagef As: _ M'sAnnuollzed
buration (Approved Hours)GQtrypettsatlbi�
Less than 1,040 Hours 20%
1,041 — 2,080 Hours 15%
Beyond 2,080 Hours 0%
ww.recruitful.com
recru itfu I
Invoicing Detail€
• Weekly timesheets under 40 hours will be auto approved.
• RECRUITFUL submits weekly invoices.
Recruitful LLC
401 E. Las Olas Blvd. Suite 130
Fort Lauderdale, FL 33301
AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE
EFFECTIVE DATE BELOW TO EXPRESS THE PARTIES' AGREEMENT TO ITS TERMS.
CLIENT Name
Signature
Printed Name & Title
Date
www.recruitful.com
17ecruitful LLC ._
Company Name
Signature
Amit Dharmani & Managing Director
Printed Name & Title
Date