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HomeMy WebLinkAboutCAG2023-443 - Original - Robert Half International, Inc. - On-Call, As-Needed IT Consultant Services - 08/22/2023 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: 0 08/11/2023 08/25/2023 fl. Authorized to Sign: Date of Council Approval: a QMayor or Designee 07/18/2023 Budget Account Number: Grant? Yes NoF71 Multiple Budget? Yes E]No Type: N/A Vendor Name: Category: Robert Half Contract Vendor Number: Sub-Category: = 33248 Original 0 Project Name: Consultant Services a- Project Details: original Consultant Services Agreement with Robert Half- will provide staffing and recruiting services on an on-call, as-needed basis under the approved cooperative purchasing agreement between = Houston-Galveston Area Council and Robert Half. Costs associated with this contract will be paid under the$2,200,000.00 authorized budget approved by Council for the 2023-2024 biennium. _ Basis for Selection of Contractor: Agreement Unknown Cooperative Purchase N *Memo to Mayor must be attached A. Start Date: Upon Mayor's signature Termination Date: One year from signature Q Local Business? Yes Fv—(]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ElAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes ✓❑No -GAG2919 CAG2023-443 Comments: a <<Signature on attached Consultant Services Agreement p. 11/65>> 0 a a� Dana Ralph, Mayor 3 o0 Date: <<Date on attached Consultant Services Agreement p. 11/65>> a� a� oc Date Received:City Attorney: Date Routed:Mayor's Office City Clerk's Office adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 8.D KENT W A S H I N G T p N DATE: July 18, 2023 TO: Kent City Council SUBJECT: Cooperative Purchasing Agreement for Staffing Services - Robert Half, International - Authorize MOTION: I move to authorize the Mayor to contract for staffing and recruiting services through the cooperative purchasing agreement between Houston-Galveston Area Council and Robert Half International, Inc., if the purchase of these services is within established budgets and made during the term of the cooperative purchasing agreement. SUMMARY: In 2014, the City entered into an agreement with the Houston- Galveston Area Council ("HGAC"), which allows the City to utilize the competitively bid contracts that HGAC procures. HGAC provides public entities, like the City, with purchasing power they can leverage to obtain better value pricing and superior contract terms than they could obtain on their own. HGAC has in turn entered into an agreement with the staffing agency, Robert Half International, Inc. ("Robert Half"). Purchasing goods and services through a public purchasing cooperative satisfies the competitive bid requirements established by Council under KCC 3.70.110(F). The City's Information Technology ("IT") needs to contract with staffing and recruiting agencies to retain temporary workers to help staff various vacancies. Under the terms of the HGAC contract, the City was able to negotiate an agreement with Robert Half for the specific staffing services needed by the City, so long as the terms of this agreement do not conflict with the terms of the HGAC and Robert Half contract. The City's IT Department seeks Council approval to enter into this contract with Robert Half through the HGAC contract, provided that the costs associated with this contract can be paid for within the budget of $2,200,000.00 established and authorized by Council for the 2023 and 2024 biennium. IT will monitor the fees charged under this contract, as well as the previous staffing agreements authorized by Council to ensure the amounts paid to all staff agencies for temporary workers does not exceed this approved budgeted amount. BUDGET IMPACT: Description Cost Impact 2023 Operating and Capital Budget $2,200,000.00 Packet Pg. 54 8.D SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. ATTACHMENTS: 1. EXH A - City Interlocal with HGAC 2014 (PDF) 2. EXH 131 - Robert-Half-HGAC (PDF) 3. EXH 132 - Executed Amendment 1-Robert Half International Inc (PDF) 4. EXH 133 HGAC RH Amendment (PDF) 06/20/23 Committee of the Whole MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS]Next: 7/18/2023 7:00 PM MOVER: Les Thomas, Councilmember SECONDER: Toni Troutner, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Thomas, Troutner Packet Pg. 55 KENT W P C �,N 0. CONSULTANT SERVICES AGREEMENT between the City of Kent and Robert Half International, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation ("City"), and Robert Half Inc., a Delaware corporation, doing business through, and this Agreement and the obligations hereunder are limited to, the following contract talent, permanent placement, and full-time engagement professionals practice groups: administrative & customer support, finance & accounting, management resources, technology, legal (non-attorney positions), and marketing & creative, organized under the laws of the State of Delaware, located and doing business at 2613 Camino Ramon, San Ramon, CA 94583 ("Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Staffing and recruiting services in support of the City's needs on an on-call, as needed basis as determined by the City and agreed upon by Consultant. The specifics of the staffing services provided will be confirmed in a Job Arrangement Letter, in a form substantially similar to that attached and incorporated as Exhibit A, which will confirm details of the assignment of Consultant's Assigned Individual as further specified herein. The Job Arrangement Letter acknowledges that the assignment is under the terms of a signed agreement between the parties. Consultant represents and warrants that the services furnished under this Agreement will be performed in a good and workmanlike manner and consistent with generally accepted professional recruiting practices within the Puget Sound region in effect at the time those services are performed. Consultant further represents and warrants that its representatives assigned to perform services for the City shall be qualified, experienced, and technically trained in accordance with the skills and experience requested by the City. For any breach of this warranty, provided Consultant is notified of such breach within 90 days of the date the non-conforming services were performed, Consultant shall either, at the City's option, perform the services again, at no cost to City, or Consultant shall reimburse City the fees paid to Consultant for the unsatisfactory services, but in no event shall such reperformance or refund exceed 40 hours or the equivalent of 40 hours multiplied by the agreed hourly bill rate. Consultant represents and warrants that it has the resources, personnel, expertise, and corporate infrastructure available to deliver and support the design, delivery, implementation, and maintenance of each deliverable and meet any milestones and/or deadlines imposed by this Agreement, to the extent Consultant agrees to any milestones and/or deadlines in any statement of work or Job Arrangement Letter, as well as to perform the services described herein in accordance with the terms and conditions of this Agreement. This provision is intended to provide assurance to the City that Contractor has the resources, infrastructure, capital, and talent pool available capable of performing as this Agreement requires, and that Contractor will use its best efforts to locate personnel whose skillset—technical, professional, and interpersonal—meet the City's needs and desires. II. TIME OF COMPLETION. This Agreement will become effective on the last date signed below (the"Effective Date"), and will continue for a period of one year thereafter, unless terminated earlier ("Initial Term"). The parties may agree to extend this Agreement for successive one (1) year terms, which extensions will be authorized through an Amendment to this Agreement ("Renewal Term"). CONSULTANT SERVICES AGREEMENT - 1 Once effective, future work under this Agreement will begin upon the issuance of a Job Arrangement Letter issued by Consultant to City that details certain details of the current services required by the City, the selection of an Assigned Individual to perform those services, and the parties' agreement on an hourly rate to be remitted to Consultant for the Assigned Individual's services. The term "Assigned Individual" is as defined in Section III below. 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 III. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, for staffing services provided under this Agreement during its Initial Term and each Renewal Term exercised by the City and agreed upon by the Consultant. Consultant acknowledges and understands that it is not the City's exclusive provider of these services, but is instead one of several Consultants who have been retained to provide temporary staffing and placement services. The City maintains its unqualified right to obtain these services through other sources. This Agreement is for on-call and as-needed services, the need for which is determined in the City's sole judgment and discretion. The Consultant's billing rate will be set at the time an Assigned Individual is assigned to perform services for the City, as set forth in the Houston-Galveston Area Council (HGAC) Contract for the Supply of Temporary Staffing, Direct-Hire and Other Employer Services, Contract Number TS06-21, effective June 1, 2021, including all its appendices, amendments, and exhibits (the "HGAC Contract"). The temporary worker Consultant assigns to perform work under this Agreement ("Assigned Individual") will submit either an electronic time record or a time sheet for City's verification and approval at the end of each week. Based upon that approved time record or time sheet, the Consultant will submit weekly payment invoices to the City for payment, which will reflect the previously agreed and negotiated billing rate. B. The City shall provide payment to Consultant within forty-five (45) days of its receipt of proper invoice from Consultant. If the City objects to all or any portion of an invoice due to billing or invoicing errors, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute until any such dispute is settled by the parties. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work as a recruiting firm, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business and has obtained a Unified Business Identifier (UBI) number from the State of Washington if applicable to Consultant. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. CITY PROPERTY. City and Consultant agree and understand that the work performed hereunder is "Work for Hire." If for any reason work does not constitute"Work for Hire," Consultant hereby assigns all copyrights therein to the City effective as of the date(s) such materials had been created. Consultant agrees to sign and deliver any documentation that may be reasonably required by the City to effectuate the foregoing assignment. Consultant shall at all times protect City's property in Consultant's possession from injury or loss arising in connection with this Agreement. If provided access, to City's network, Consultant shall not intentionally or negligently cause loss of system files and data on City's servers due to acts of Consultant. Consultant shall treat as confidential all information related to remote access, including instructions, user IDs, and passwords. In no case shall Consultant knowingly or negligently allow a third party (i.e. not employed by Consultant) to remotely connect to City's network. VI. SECURITY. Given the nature of the services provided, Consultant must make every reasonable effort to protect City systems and data from improper access. In no case shall any employees. agents, representatives and/or subcontractors of Consultant, including the Assigned Individual, have access to City passwords, accounts, records or data files without prior written approval from the City. For security purposes, Assigned Individuals shall be subject to all lawful background investigations, including without limitation criminal background investigations, as may be reasonably required by the City and to the extent agreed upon by Consultant in a signed writing. At the direction of City, Consultant shall do all things necessary or appropriate to facilitate the background checks including but not limited to obtaining permissions or written waivers from the Assigned Individual, and/or contracting with a third party to perform the background checks per City's specifications. VII. PROJECT TEAM. A. Assignment of Assigned Individual to Project Team. Consultant understands that the Assigned Individual works as part of the City's project team, and as such, once assigned, the Assigned Individual is essential to the services offered pursuant to this Agreement. Therefore, the parties agree that: Consultant will not transfer or reassign such Assigned Individual without the express written agreement of City; and should such Assigned Individual no longer be employed by Consultant during the term of the assignment set forth in the Job Arrangement Letter for whatever reason, City shall have the right to request a specific replacement. In addition, the City reserves the right to request reassignment of any Assigned Individuals if the City, in good faith, believes such individual does not meet performance or qualification standards established by the City. B. Right of City To Reject Assigned Individual. City shall have the right to reject any Assigned Individual whose qualifications or performance in the City's good faith and reasonable judgment does not meet the standards established by City as necessary for the performance of the services. Such notice shall be provided in writing to the designated location for receipt of notices. Upon receipt of notice, Consultant shall verify receipt of notice and shall meet with City to discuss the problem; and is then responsible for replacing rejected Assigned Individuals, and should do so within ten CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) (10) business days from the date of the meeting unless otherwise agreed upon in writing. If the City rejects an Assigned Individual after this individual has started work as part of the City's project team, the Consultant shall remove the Assigned Individual as soon as possible from the City's project team. Consultant guarantees City's satisfaction with Consultant's Assigned Individual's services by extending to City: an eight (8) hour guarantee for Assigned Individuals assigned through Consultant's legal, administrative & customer support, or finance & accounting practice groups; a two (2) day (16 hours) guarantee for Assigned Individuals assigned through Consultant's management resources and marketing & creative practice groups; or a five (5) day (40 hours) guarantee for Assigned Individuals assigned through Consultant's technology practice group. If, for any reason, City is dissatisfied with the Assigned Individual assigned to City, Consultant will not charge for the first hours worked during the applicable guarantee period, provided Consultant is allowed to replace the Assigned Individual. Unless City contacts Consultant before the end of the guarantee period, City agrees that Consultant's Assigned Individual is satisfactory for purposes of this guarantee. C. Assigned Individuals Already on Project Teams. Notwithstanding anything to the contrary, the parties agree that in the event Consultant has Assigned Individuals on assignment at the City under the Temporary Staffing & Recruitment Agreement #CAG2019-389, dated August 14, 2019, as amended (the "2019 Agreement") prior to the effective date of this Agreement, the terms and conditions of this Agreement shall not apply to those Assigned individuals and instead those placements shall continue to be governed solely by the 2019 Agreement. VIII. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. IX. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. X. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's negligent performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. XI. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XII. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. XIII. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created by the Assigned Individual under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XIV. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of Consultant's work as a recruiting firm authorized under this Agreement, the Assigned Individual's work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. City shall provide the Assigned Individual providing services to City with day-to-day oversight and direction. XV. WORK PERFORMED AT CONSULTANT'S RISK AND JOB LIMITATIONS. The City agrees that it will provide safe working conditions. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The City agrees that it will not permit or require Consultant's Assigned Individual: (i) to perform services outside of the scope of their assignment; (ii) to sign contracts or statements; (iii) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (iv) to make any management decisions; (v) to sign, endorse, wire, transport or otherwise convey cash, securities, checks or any negotiable instruments or valuables; (vi) to use computers, or other electronic devices, software or network equipment owned or licensed by the Assigned Individual; or (vii) to operate machinery (other than office machines) or automotive equipment. The City may request that Consultant permit its Assigned Individuals to provide services to the City remotely (i.e., from a location other than the City's offices) using the City's or Consultant's laptop and/or CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) other computer or telecommunications equipment (the "Equipment"). The City acknowledges and agrees that Consultant shall have no control over, and the City shall be solely responsible for, (i) the logical and physical performance, reliability and security of the Equipment or related devices, network accessibility and availability, software, services, tools and e-mail accounts (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. Moreover, the City must not permit Assigned Individual to save or store any of the City's files or other data on the Computer Systems provided by Consultant (including, but not limited to, any virtual desktop infrastructure solution). The City agrees that Consultant shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems. Since Consultant is not a professional accounting firm, the City agrees that the City will not permit or require Assigned Individual (a) to render an opinion on behalf of Consultant or on the 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. XVI. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section X of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement with a copy to Robert Half Inc., Attn: Client Contracts Dept., 2613 Camino Ramon, San Ramon, CA 94583, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior agreements (except for the Temporary Staffing & CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) Recruitment Agreement #CAG2019-389, dated August 14, 2019, as amended which will remain active solely for the Assigned Individuals placed under that 2019 Agreement prior to the effective date of this Agreement) between the parties and verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. L. Agreement Structure. This is Agreement is governed by the Houston-Galveston Area Council (HGAC) Contract for the Supply of Temporary Staffing, Direct-Hire and Other Employer Services, Contract Number TS06-21, effective June 1, 2021, including all its appendices, amendments, and exhibits (the"HGAC Contract"). If there is a conflict among the terms in the various documents, those of the HGAC Contract prevail over this Agreement and this Agreement will prevail over those of a Job Arrangement Letter. M. Additional Terms. If City requires Consultant to perform background checks or other placement screenings of Consultant's Assigned Individuals, City agrees to notify Consultant prior to the start of services under this Agreement. Consultant will conduct such checks or screenings only if they are described in a signed, written amendment to this Agreement. If City requests a copy of the results of any checks conducted on Consultant's Assigned Individuals, City agrees to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employment purposes. City agrees to hold in confidence the identity of any Consultant Assigned Individual or direct hire candidate and the Assigned Individual's or direct hire candidate's resume, social security number, and other legally protected personal information, and City agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure, unless disclosure is required by law. In the event City wishes to convert any of Consultant's Assigned Individuals, City agrees to pay a conversion fee in accordance with —the HGAC Contract. The conversion fee will be owed and invoiced upon the hiring of the Assigned Individual, and payment is due upon receipt of the invoice. N. Direct Hire Recruiting Terms. If within twelve (12) months following the date a candidate was presented to the City, the City hires a candidate (either as an employee, consultant or independent contractor) for the position requested by the City, the City agrees to pay to Consultant a direct hire fee as set forth in the HGAC Contract. Part time employment fees will be calculated on the equivalent full-time salary multiplied by the percentage of time the employee works. CONSULTANT SERVICES AGREEMENT - 7 (Over$20,000) All direct hire fees are due and owing at the time the candidate accepts employment with the City. If the direct hire candidate's employment with the City terminates for any reason other than reorganization, elimination of position, takeover or material change in job responsibility within the guarantee period, Consultant will refund a pro rata portion of the fee paid or issue a pro rats credit for such amount in the event Consultant provides a replacement. The refund or credit will be equal to 1/65th of the fee amount actually paid to Consultant for such candidate, as applicable, multiplied by the number of calendar days remaining in the guarantee period as of the last day of employment with the City. The Consultant 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. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. By: (sign"re) (signature) Print Name: Dana Ralph Print Name: Rvan McKitrick Mayor DATE: 08/22/2023 CONSULTANT: CITY OF KENT: Robert Half Inc. EOE By: Its Its Vice President, Strategic Accounts (title) 8/7/2023 DATE: ATTEST: et4� 64 Kent City Clerk APPROVED AS TO FORM: r1% NOTICES TO BE SENT TO: CONSULTANT: Kent Law Department Robert Half Inc. Attn: Contracts Manager, SA 2613 Camino Ramon NOTICES TO BE SENT TO: San Ramon, CA 94583 CITY OF KENT: City of Kent CONSULTANT SERVICES AGREEMENT - 8 (Over$20,000) 220 Fourth Avenue (253) 856-4600 (telephone) South Kent, WA 98032 (253) 856-4700 (facsimile) CONSULTANT SERVICES AGREEMENT - 9 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following as applicable: 0 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 0 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and EEO COMPLIANCE DOCUMENTS - 2 (Over$20,000) directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities, each to the extent applicable to contractor's business; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with EEO COMPLIANCE DOCUMENTS - 3 (Over$20,000) disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By si ir4 U5'b* I agree to fulfill the five requirements referenced above. By: E005BOBA13944F5 . For: Robert Half Inc. Title: vice President, strategic Accounts 8/10/2023 Date: EEO COMPLIANCE DOCUMENTS - 4 (Over$20,000) CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 (Over$20,000) EXHIBIT A Date CONTACT NAME COMPANY NAME Job Order Number: Job Order # STREET ADDRESS 1 STREET ADDRESS 2 OR CITY, ST ZIP CITY, ST ZIP OR SPACE IF NOT REQUIRED Dear Contact First Name, Thank you for selecting Robert Half Technology [OR OTHER APPLICABLE DIVISION] to meet your staffing needs. Candidate Name is scheduled to start with Company Name as a Functional Role on As agreed, we will invoice your firm at the rate of $ per hour. If applicable, overtime will be billed at 1.50 times such rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws may vary. Applicable sales and service taxes shall be added to all invoices. Our professional will submit either a time sheet or an electronic time record for verification and approval at the end of each week. Your approval thereby will indicate your acceptance of the terms herein. Our accounting and operational procedures require you receive this document. This standard document will be sent with each Job Order you place with Robert Half Technology. We acknowledge that Robert Half Technology and Company Name have a signed agreement. The terms of the signed agreement, along with the terms of this letter, shall govern the services provided by such employee or consultant at Company Name. Please do not hesitate to contact us if you have any questions or we can be of additional service. We look forward to working with you. Sincerely, Robert Half Technology Street Address 1 Street Address 2 or City, St Zip City, ST Zip or Space if not Required (800) 793-5533 ©Robert Half Inc.,2009.All rights reserved. An Equal Opportunity Employer(04/09) EXHIBIT A JOB ARRANGEMENT LETTER - 1 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $4,000,000 general aggregate. 2. Consultant may satisfy the minimum limits requirements of this Section B by any combination of primary liability and umbrella excess liability coverage. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant agrees to provide at least 30 days' notice to the City in the event Consultant's insurance coverage is being cancelled or substantially modified (e.g. a new carrier). EXHIBIT B 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certificate of all required insurance. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. EXHIBIT B 75/25/2023 (MM/DDYYY) A�" CERTIFICATE OF LIABILITY INSURANCE /Y THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Robert Half Certificates Arthur J. Gallagher Risk Management Services, LLC A/C"No Ext: 818-539-1463 plc No):818-539-1801 500 N. Brand Boulevard E-MAIL Suite 100 ADDRESS: roberthalf certificates@ajg.com Glendale CA 91203 INSURER(S)AFFORDING COVERAGE NAIC# License#:OD69293 INSURERA: Federal Insurance Company 20281 INSURED ROBEHAL-03 INSURER B:Safety National Casualty Corporation 15105 Robert Half International Inc 2613 Camino Ramon INSURER C: San Ramon, CA 94583 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:871927356 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DDPOLICYYYYY MM DD EFF Y EXP LTR YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 35796687 6/1/2023 6/1/2024 EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR PREM SESOEa oNcurrOence $2,000,000 X Stop Gap Em.Liab MED EXP(Any one person) $10,000 X in OR WA,WY,ND PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT OTHER: Employer Liability $1,000,000 A AUTOMOBILE LIABILITY Y 73233217 6/1/2023 6/1/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Com /Coll.Ded: $1,000/$1,000 A X UMBRELLALIAB X OCCUR 79217107 6/1/2023 6/1/2024 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$, $ B WORKERS COMPENSATION See Attached Supplemental 6/1/2023 6/1/2024 X STATUTE OERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NI N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent are deemed Additional Insured on the above referenced General Liability and Auto Liability on a primary and non-contributory basis as required by written contract for liability arising out of Named Insureds'acts or omissions.Please refer to attached Chubb General Liability form 80-02-2367 for scope of Additional Insured status.Should the General Liability policy be cancelled before the expiration date thereof,the issuing company will mail thirty(30)days written notice to the Certificate Holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Kent 220 4th Ave S.,4th Floor AUTHORIZED REPRESENTATIVE Kent WA 98032 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2023-2024 RHI Workers Compensation Policy Numbers Policy# States Eff. Date Exp. Date Issuing Company NAIC# Robert Half International Inc.and Protiviti Inc. AOS:AK,AZ,AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, LDS4064812 MN, MS, MO, MT, NE, 6/1/2023 6/1/2024 Safety National Casualty Corp 15105 NV, NH, NJ, NM, NY, NC, OK, OR, PA RI, SC, SD,TN, TX, UT,VT,VA, WV,WY PS 4064813 WI 6/1/2023 6/1/2024 Safety National Casualty Corp 15105 Liability Insurance Endorsement Policy Period JUNE 1,2023 TO JUNE 1,2024 Effective Date JUKE 1,2023 Policy Number 3579-66-87 SFO Insured ROBERT HALF INTERNATIONAL,INC Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 1,2023 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. SEEL- ■ Liability Insurance continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance— Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY;BUT THEY ARE INSUREDS ONLY IF AND TO THE MINIMUM EXTENT THAT SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION TO BE AFFORDED STATUS AS AN INSURED. HOWEVER,NO PERSON OR ORGANIZATION IS AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE WHO IS INSURED SECTION OF THIS POLICY(REGARDLESS OF ANY LIMITATION APPLICABLE THERETO). All other terms and conditions remain unchanged. Authorized Representative Liability Insurance last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 COMMERCIAL AUTOMOBILE — BLANKET ADDITIONAL INSURED — POLICY EXCERPT Insured Robert Half International, Inc Policy Number 7323-32-17 Policy Effective June 1, 2023 —June 1, 2024; 12:01am Standard Time Form Number 16-02-0292 (rev. 11-16) BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 2. BROAD FORM INSURED D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 —WHO IS AN INSURED—of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: (1)with respect to the operation, maintenance or use of a covered "auto"; and (2)for"bodily injury" or"property damage"caused by an "accident'which takes place after: (a)You executed the "insured contract' or written agreement; or (b)The permit has been issued to you. 8.D.a E 0 HGACBUYINTERLOCAL CONTRACT ILC a TMF;MART AURCHASM;90EUTI6H AW FOR COOPERATIVE PURCHASING No.: v Permanent Number assigned by H-GAC 4) THIS INTERLOCAL CONTRACT("Contract"),made and entered into pursuant to the Texas Interlocal Cooperation Act,Chapter to 791,Texas Government Code(the"Act"),by and between the Houston-Galveston Area Council,hereinafter referred to as"H-GAC," CD having its principal place of business at 3555 Timmons Lane,Suite 120,Houston,Texas 77027,and*City of Kent. WA. , a local government, a state agency, or a non-profit corporation in created and operated to provide one or more governmental functions and services,hereinafter referred to as"End User,"having its principal place of business at*220.4th Avenue South, Kent, Washington 98032-5895 .� _ d E WITNESSETH WHEREAS,H-GAC is a regional planning commission and political subdivision ofthe State of Texas operating under Chapter 391, Q Texas Local Government Code;and WHEREAS, pursuant to the Act,H-GAC is authorized to contract with eligible entities to perform governmental functions and services,including the purchase of goods and services;and o. 0 WHEREAS,in reliance on such authority,H-GAC has instituted a cooperative purchasing program under which it contracts with 0 eligible entities under the Act;and V WHEREAS,End User has represented that it is an eligible entity under the Act,that its governing body has authorized this Contract on = *01 l0112014 (Date),and that it desires to contract with H-GAC on the terms set forth below; 0 U NOW,'THEREFORE,H-GAC and the End User do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY Q The End User represents and warrants to H-GAC that(1)it is eligible to contract with H-GAC under the Act because it is one of the 0 following:a local government,as defined in the Act(a county,a municipality,a special district,or other political subdivision of the State of Texas or any other state),or a combination of two or more of those entities,a state agency(an agency of the State of Texas as > defined in Section 771.002 of the Texas Government Code,or a similar agency of another state),or a non-profit corporation created M and operated to provide one or more governmental functions and services,and(2)it possesses adequate legal authority to enter into this Contract. _ 0 N ARTICLE 2: APPLICABLE LAWS 0 H-GAC and the End User agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,and 0 2 ordinances and laws in effect or promulgated during the term of this Contract. 0 rn ARTICLE 3: WHOLE AGREEMENT � M This Contract and any attachments,as provided herein,constitute the complete contract between the parties hereto,and supersede any and all oral and written agreements between the parties relating to matters herein. 0 ARTICLE 4: PERFORMANCE PERIOD N The period of this Contract shall be for the balance of the fiscal year of the End User,which began*01101/2014 and Q ends* 12/31/2014 . This Contract shall thereafter automatically be renewed annually for each succeeding fiscal year, C7 provided that such renewal shall not have the effect of extending the period in which the End User may make any payment due an H- _ GAC contractor beyond the fiscal year in which such obligation was incurred under this Contract. 3 ARTICLE 5: SCOPE OF SERVICES The End User appoints H-GAC its true and lawful purchasing agent for the purchase of certain products and services through the H- p GAC Cooperative Purchasing Program. End User will access the Program through HG1CBuv.com and by submission of any duly executed purchase order, in the form prescribed by H-GAC to a contractor having a valid contract with H-GAC. All purchases = hereunder shall be in accordance with specifications and contract terms and pricing established by H-GAC. Ownership(title)to products purchased through H-GAC shall transfer directly from the contractor to the End User. (over) V Q 2 X w a) E s iv .r .r Q Packet Pg. 56 8.D.a E 0 w to d V TICLE dt PAYME T5co d H GAC will conffm each order and issue nodoe to oontractor to proceed. Upon delivery of goods or services purohased,and presentation of a properly documented Invoice,tho land User shall promptly,and in any case within thirty(30)days,pay H-GAC's = contractor the full amount ofthe invoice.Allpayments for goods or services w.illbomado from cutrentrevenues availabla to thepaying party. In no event shall H-OAChava any fuauaial liability to the EndUser far any goods or services laud User procures from an H O GAC contractor, N TICLE 7r CHANGES AND 4DgpM T8 *15 This Contract my be amonded only by a written amendment exeoated by both parties,except that any alterations,additions,ar d dilations to the topmo of this Contract which arc required by ohanges is Federal and State law or rogulatlons im automatically E incorporated into this Contract without written amendment hereto and sbAbeooma e5odivo on the date designated by such late or d xe an. � Q H-GAC reserves therlghtlomake changes In the soaps ofproducts and services oE'eredthrough the H GAC Cooperative Purchasing y Program to be performed hereunder. >_ :r w ,ARTICLE 8s T iA JCONPROCI D L H ti•AC or theBndUsormay cancel this Contraotat anytime upon thidy(30)days wxittennotica by earttdedmail to the otherpattyto CL this Contract Tho obligations offhe End User,includingits abligafionto pay$-GAC's contractor for all costs Incurredunder ibis 0 Contract prior to such notice sball survive such cancellation,as well as any other obligation houzed under this Contract,until V performed or disobarged bythe End User, v A911—CL-99 Y ItABIGI'1Y Allpartles agree that should anyprovidDn ofthis Cont metba deteanakedto be Invalid orunonforceabla,such determination shall not 0 ascot any other fesm offl�is Contract;which shall continue in f1211 force and effect. V to • d ARTICLE 10s JQRCEM_A7hf]RE Q To the Woutthateitherpartytothis Contract sbalibe whollyorpartlellypreventall-om thepedb=anoe wifhinthe term speoifiodof = any obligation or dutyplaoed onsuohpartybyraasonof or fSltoughotrikes,stoppage o£labor,riot,Bret,flood,Acts nftvaT,in&mxeetion, p accident,order of any court,not of tied,or speoifio cause reasonably beyond the party's control andiiot attributable to its negleot ox (a nonfeasAuce,Insuch event,the timofor theperfarmanca ofsuchobligation ordutyshall be auspendeduutlisuchdisability to pe6nnis removed;provided,however,forcomaf ouro shall not excaso an obligation solelytopsy fhnds,Determination of force ma f eum shall O rest sololywith E-GAC, ARTICLIZ 11, VENTM c Disputes b etween procuring party and Vendor agate be resolved in aocordwith the law and venue rates of-the State ofgarobese, y O 0 x THIS INSTRUMENT HAS BEF,N EXECQTM)IN TWO OIiIGDULS BY THE PARTIES 1dEnTO AS FOLL L0 *City of Kent Hnust'an-Gttivesioii�l�eu Council le Name af Ent User gooalgovu7utuJia agenay,ornarlprvjTtoorpwwfi0n)' 3555 nuo vu0m,TX77027 *220�4th Avenue, South $Y, N MafltegAddaess ]3xeeut[venlrrctar Q *Kent: WA 9;D32-589b C7 Cloy mta ztr Coda Attes 2 r M gar w B ' fell '3 &Igoe eoted or appotated Official � V * ze Coke, Mayor O L e ne&Two of$igaetary �Ae�tutesr�equiredflelds V rev;03111 Q I 2 X w c d E • � s Q Packet Pg. 57 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b H-GAC Houston-Galveston Area Council P.O.Box 22777 • 3555 Timmons • Houston,Texas 77227-2777 Cooperative Agreement-Contract-Robert Half International,Inc.-Public Services- ID: 6943 = d 0 GENERAL PROVISIONS 0� E 0 This Agreement is made and entered into,by and between the Houston-Galveston Area Council hereinafter y referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120,Houston,Texas 77027 and Robert Half International,Inc.,hereinafter referred to as the Contractor,having its principal place of business at 2884 Sand Hill Road,Menlo Park, CA 94025. i) WITNESSETH: M co WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the i specifications of the Agreement; and E WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of the L Agreement; Q m NOW, THEREFORE,H-GAC and the Contractor do hereby agree as follows: L d Q 0 ARTICLE 1: LEGAL AUTHORITY v The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body,where applicable,has authorized the signatory official(s)to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments U hereto. m L Q ARTICLE 2: APPLICABLE LAWS c The Contractor agrees to conduct all activities under this Agreement in accordance with all federal laws, y executive orders,policies,procedures, applicable rules,regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation,workers' compensation laws,minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When c required,the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. y 0 0 ARTICLE 3: PUBLIC INFORMATION = Except as stated below, all materials submitted to H-GAC,including any attachments, appendices, or other information submitted as a part of a submission or Agreement, are considered public information, and become the M property of H-GAC upon submission and may be reprinted,published, or distributed in any manner by H-GAC according to open records laws,requirements of the US Department of Labor and the State of Texas, and H-GAC a policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the = Texas Public Information Act, it shall so;however,the determination of the Texas Attorney General as to whether ' such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material c from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process. m x x w ARTICLE 4: INDEPENDENT CONTRACTOR a=i E s M r Q Page 1 of 13 Packet Pg. 58 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the = independent status of H-GAC or the Contractor.No provision of this Agreement or act of H-GAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC,the State c of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and 0� supervision of the Contractor. The Contractor is solely responsible for employee related disputes and o discrepancies,including employee payrolls and any claims arising therefrom. y as ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR Contractor will not collude,in any manner, or engage in any practice which may restrict or eliminate competition i) or otherwise restrain trade. ARTICLE 6: SUSPENSION AND DEBARMENT Debarment and Suspension(Executive Orders 12549 and 12689)—A contract award(2 CFR 180.220)must not i be made to parties listed on the government-wide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR Part 1966 E Comp.p. 189) and 12689 (3 CFR Part 1989 Comp.p. 235), "Debarment and Suspension." SAM Exclusions L contains the names of parties debarred, suspended,or otherwise excluded by agencies, as well as parties declared a ineligible under statutory or regulatory authority other than Executive Order 12549. �v Pursuant to the Federal Rule above,Respondent certifies that neither it nor its principals are presently debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal c department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its t� principals will be debarred, suspended,proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when U submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of m the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the a covered contract,unless the H-GAC knows the certification is erroneous. _ 0 ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES,WOMEN'S BUSINESS ENTERPRISES,AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) t° C7 H-GAC's goal is to assure that small and minority businesses,women's business enterprises, and labor surplus c area firms are used when possible in providing services under a contract. In accordance with federal procurements y requirements of 2 CFR§200.321, if subcontracts are to be let,the prime contractor must take the affirmative steps c listed below: x 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women's business enterprises are solicited whenever M they are potential sources; 3. Dividing total requirements,when economically feasible,into smaller task or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; _ 4. Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; ? 5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. c 6. ll� Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or m unavailable. The Small Business Administration(SBA)is the primary reference and database for information on = requirements related to Federal Subcontracting htWs://www.sba.gov/federal-contracting/contracting- ug ide/prime- W subcontracting _ as NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises s v M r Q Page 2 of 13 Packet Pg. 59 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w �a such as: Small Disadvantaged Business (SDB),Historically Underutilized Business(HUB), Minority Owned = Business Enterprise(MBE),Women Owned Business Enterprise(WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency. c Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals,as o may be required by any rules,processes or programs they might have in place. Assistance may include y compliance with reporting requirements,provision of documentation,consideration of Certified/Listed subcontractors,provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc. i) ARTICLE 8: SCOPE OF SERVICES The services to be performed by the Contractor are outlined in an Attachment to this Agreement. U) i ARTICLE 9: PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Jun 01 2021 and ends May 31 2024. All E services under this Agreement must be rendered within this performance period,unless directly specified under a L written change or extension provisioned under Article 21,which shall be fully executed by both parties to this Q Agreement. �v ARTICLE 10: PAYMENT OR FUNDING d Payment provisions under this Agreement are outlined in the Special Provisions. H-GAC will not pay for any o expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of v the contract. ° ARTICLE 11: PAYMENT FOR WORK ° The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the m goods or completion of the services and submission of the subsequent invoice. a _ ° ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/OUANTITY DISOUNTS n If discounts for accelerated payment,pre-payment,progress payment, or quantity discounts are offered,they must be clearly indicated in the Contractor's submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer. c ° ARTICLE 13: REPORTING REOUIREMENTS c If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder,H-GAC may terminate this agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of M the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform v may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement. Any additional = reporting requirements shall be set forth in the Special Provisions of this Agreement. x ARTICLE 14: INSURANCE d Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as c outlined and defined in the attached Special Provisions. m ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS = Except as may be set forth in the Special Provisions,the Contractor agrees not to assign,transfer, convey, sublet x w or otherwise dispose of this Agreement or any right,title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any E subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all v M r Q Page 3 of 13 Packet Pg. 60 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance = rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by c applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of � Contractor's subcontractors,with any laws or regulations. o N ARTICLE 16: AUDIT Notwithstanding any other audit requirement,H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local i) government audit staff,a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC. i d ARTICLE 17: TAX EXEMPT STATUS E H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally L exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is Q the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly. Exemption certificates will be provided upon request. L d ARTICLE 18: EXAMINATION OF RECORDS o The Contractor shall maintain during the course of the work complete and accurate records of all of the v Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm,the State of Texas,and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized U representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not m limited to the required retention period,but shall last as long as the records are retained. Failure to provide access a to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the c Contractor shall include(without limitation): (1)personnel and payroll records, including social security numbers y and labor classifications,accounting for total time distribution of the Contractor's employees working full or part > time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2)invoices for purchases,receiving and issuing documents, and c all other unit inventory records for the Contractor's stocks or capital items; and(3)paid invoices and cancelled y checks for materials purchased and for subcontractors'and any other third parties' charges. c x Contractor agrees that H-GAC will have the right,with reasonable notice,to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the M examination of records outlined in this article shall be included in all subcontractor or third-party agreements. v Q ARTICLE 19: RETENTION OF RECORDS x The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical,property,participant records, and supporting documentation for a period of no less than seven = (7)years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim,negotiation, audit or other action involving the records has been started before c the expiration of the retention period,the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven(7)years,whichever is later,and until any outstanding m litigation, audit, or claim has been fully resolved. _ x w ARTICLE 20: DISTRIBUTORS,VENDORS,RESELLERS Contractor agrees and acknowledges that any such designations of distributors,vendors,resellers or the like are E for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all �v r Q Page 4 of 13 Packet Pg. 61 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w obligations under the Contract and the performance of any designated distributor,vendor,reseller, etc. Contractor = is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor,reseller, etc. to complete the sale or c service. H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities 0� after a contract is awarded. 0 L N ARTICLE 21: CHANGE ORDERS AND AMENDMENTS A. Any alterations, additions,or deletions to the terms of this Agreement,which are required by changes in i) federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. M U) B. To ensure the legal and effective performance of this Agreement,both parties agree that any amendment i that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, E unless sooner implementation is required by law, such amendments shall have the effect of qualifying the L terms of this Agreement and shall be binding upon the parties as if written herein. Q m C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The Q. change order must be in writing and agreed upon by Contractor and the Customer agency prior to 0 issuance of any Change Order.A copy of the Change Order must be provided by the Contractor to, and t� acknowledged by,H-GAC. ARTICLE 22: CONTRACT ITEM CHANGES U M m A. If a manufacturer discontinues a contracted item,that item will automatically be considered deleted from Q the contract with no penalty to Contractor. However,H-GAC may at its sole discretion elect to make a c contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion,to be in the best interests of its Customers. _> M C9 B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, 0 Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole n discretion. If the change is rejected,H-GAC will remove the item from its program and there will be no 0 penalty to Contractor. However,H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item,or take any other action deemed by H-GAC, at its sole discretion,to be in the best interests of its Customers. c` CJ C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the'new'item is equal to or better than the originally = contracted item,the'new'item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However,H-GAC may at its ? sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion,to be in the best interests of its Customers. 0 D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items m or as published options,routine published changes to products and pricing will be automatically = incorporated into the contract. However, Contractor must still provide thirty(30)calendar days written w notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval. s �v r Q Page 5 of 13 Packet Pg. 62 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w ARTICLE 23: CONTRACT PRICE ADJUSTMENTS = a� Price Decreases c If Contractor's Direct Cost decreases at any time during the full term of this award, Contractor must immediately 0� pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost c means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer,the cost of raw y materials required to manufacture the item,plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC's receipt of Contractor's notice. If i) Contractor routinely offers discounted contract pricing,H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing �v U) Price Increases i Contractors may request a price increase for items priced as Base Bid items and Published Options after twelve (12)months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed E actual documented increase in Contractor's Direct Cost and will not exceed 10%of the previous bid price. L Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, Q or other economic factors. m �v Price Changes d Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a o price change. Temporary increases in pricing by whatever name(e.g. `surcharge', `adjustment', `equalization v charge', `compliance charge', `recovery charge',etc.),are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract,requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The U request must include the new catalog or price sheet. m L Q All Products shall,at time of sale,be equipped as required under any then current applicable local, state, and c federal government requirements. If, during the course of any contract, changes are made to any government y requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the > extent of Contractor's actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect.Modifications to a Product required to comply with such requirements c which become effective after the date of any sale are the responsibility of the Customer. y 0 Requesting Price Increase/Required Documentation Contractor must submit a written notification at least thirty(30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the M Contractor's current price,revised price,the actual dollar difference and the percentage of the price increase by v line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the 4 documentation used to submit pricing in the original Response and be supported with substantive documentation = (e.g.manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line item bid. The Producer Price Index(PPI)may be ? used as partial justification, subject to approval by H-GAC,but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and c updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, William Burton, at William.Burton@h- ac�com m x Review/Approval of Requests w If H-GAC approves the price increase, Contractor will be notified in writing;no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor's price increase, Contractor may E terminate its performance upon sixty(60) days advance written notice to H-GAC,however Contractor must fulfill �v r Q Page 6 of 13 Packet Pg. 63 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w any outstanding Purchase Orders. Termination of performance is Contractor's only remedy if H-GAC does not = approve the price increase. H-GAC reserves the right to accept or reject any price change request. 0 ARTICLE 24: DELIVERIES AND SHIPPING TERMS 0� The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order o acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor's risk and will leave y H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5)working days, or as agreed to on any corresponding customer Purchase Order. m co Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor. co The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the i Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise stated in the Agreement, deliveries must consist only of new and unused merchandise. E as as L ARTICLE 25: RESTOCKING(EXCHANGES AND RETURNS) Q There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract,the Contractor agrees to exchange,these items for other items,with no additional charge incurred. Items must be returned to Contractor within thirty(30) days from date of delivery. If there is a difference in price in the items exchanged,the c Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or t� refund for any decrease in price per Customer's preference. On items returned,a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty(30) days following the expiration of the term of the Contract.All items returned by the Customer must be unused and in the same U merchantable condition as when received. Items that are special ordered may be returned only upon approval of m the Contractor. a _ 0 ARTICLE 26: MANUALS n Each product delivered under contract to any Customer must be delivered with at least one(1)copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s)must be included in the price for the Product offered. c 0 ARTICLE 27: OUT OF STOCK,PRODUCT RECALLS,AND DISCONTINUED PRODUCTS c H-GAC does NOT purchase the products sold pursuant to a Solicitation or Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have M the option of accepting any equivalent product or canceling the item from Customer's Purchase Order. Contractor v is not authorized to make substitutions without prior approval. x ARTICLE 28: WARRANTIES, SALES,AND SERVICE Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the ? Agreement; any warranties offered by a dealer will be in addition to the manufacturer's standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty. c W Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, m Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims = that have been assigned to a third party. w ARTICLE 29: TERMINATION PROCEDURES a=i The Contractor acknowledges that this Agreement may be terminated for Convenience or Default. s M r Q Page 7 of 13 Packet Pg. 64 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w H-GAC will not pay for any expenses incurred after the termination date of the contract. _ a� A. Convenience 0 H-GAC may terminate this Agreement at any time,in whole or in part,with or without cause,whenever 0� H-GAC determines that for any reason such termination is in the best interest of H-GAC,by providing c written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services y hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. m U) The Contractor may cancel or terminate this Agreement upon submission of thirty(30)days written notice,presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. U) i B. Default H-GAC may,by written notice of default to the Contractor,terminate the whole or any part of the E Agreement, in any one of the following circumstances: L (1) If the Contractor fails to perform the services herein specified within the time specified herein or any a extension thereof; or m (2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these c two instances does not cure such failure within a period often(10)days(or such longer period of time t� as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. � (3) In the event of such termination,Contractor will notify H-GAC of any outstanding Purchase Orders and U H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the m Contractor to complete the Purchase Order. If Contractor is unable to do so,Contractor may be subject a to a claim for damages from H-GAC and/or the End User. _ 0 ARTICLE 30: SEVERABILITY > H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement,which shall continue in full c force and effect. y 0 0 ARTICLE 31: FORCE MAJEURE _ To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor,riot,fire, flood, acts M of war,insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's v control and not attributable to its neglect or nonfeasance, in such event,the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure = shall rest solely with H-GAC. x ARTICLE 32: CONFLICT OF INTEREST d No officer,member or employee of the Contractor or subcontractor,no member of the governing body of the c Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement m which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect,in this = Agreement. xW A. Conflict of Interest Ouestionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict of interest questionnaire(CIQ) M r Q Page 8 of 13 Packet Pg. 65 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w if they have an employment or other business relationship with an H-GAC officer or an officer's close = family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its c Board of Directors and Executive Director,who are listed on this website. Respondent must complete and 0� file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office o or an officer's close family member as defined in the law exists. y as B. Certificate of Interested Parties Form—Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless(i)the Contractor submits a i) disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii)the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website hops://www.ethics.state.tx.us/whatsnew/elf info_form1295.1itm. Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC. i d ARTICLE 33: FEDERAL COMPLIANCE E Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards, and L environmental compliance.With regards to"Rights to Inventions Made Under a Contract or Agreement,"If the a Federal award meets the definition of"funding agreement"under 37 CFR§ 401.2(a)and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, o "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, V Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. •5 Contractor agrees to be wholly compliant with the provisions of 2 CFR 200,Appendix 11. Additionally, for work M to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of U equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance m obligations. These may include,but are not limited to: (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) a which prohibits discrimination on the basis of race,color or national origin; (b)Title IX of the Education c Amendments of 1972, as amended(20 U.S.C. §§ 1681-1683, and 1685-1686),which prohibits discrimination on y the basis of sex; (c)the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.),(d) Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. § 794),which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e)the Age Discrimination in Employment Act of c 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended(42 U.S.C. §§ 6101-6107), y which prohibits discrimination on the basis of age; (f)the Drug Abuse Office and Treatment Act of 1972(P.L. 92- c 255), as amended,relating to nondiscrimination on the basis of drug abuse; (g)the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(P.L. 91-616), as amended,relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service M Act of 1912(42 U.S.C. 290 dd-3 and 290 ee-3), as amended,relating to confidentiality of alcohol and drug abuse v patient records; (i)Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing; 0) any other nondiscrimination provisions in any = specific statute(s)applicable to any Federal funding for this Agreement; (k)the requirements of any other nondiscrimination statute(s)which may apply to this Agreement; (1)applicable provisions of the Clean Air Act ? (42 U.S.C. §7401 et seq.),the Federal Water Pollution Control Act, as amended(33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act(33 U.S.C. 1368),Executive Order 11738, and the Environmental Protection c Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis-Bacon Act(40 U.S.C. 276a- 276a-7),the Copeland Act(40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act(40 U.S.C. m 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n)the mandatory standards and = policies relating to energy efficiency which are contained in the state energy conservation plan issued in w compliance with the Energy Policy and Conservation Act(P.L. 94-163). _ as ARTICLE 34: CRIMINAL PROVISIONS AND SANCTIONS s M r Q Page 9 of 13 Packet Pg. 66 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set = forth by the H-GAC,the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity c through the filing of a written report within twenty-four(24)hours of knowledge thereof. Contractor shall notify 0� H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement c within twenty-four(24)hours of such occurrence. Theft or willful damage to property on loan to the Contractor - from H-GAC,if any, shall be reported to local law enforcement agencies and H-GAC within two(2)hours of discovery of any such act. m CO The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies,the State of Texas, _ the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. CO i The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under E this Agreement. L Q ARTICLE 35: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Agreement,whether for breach of contract,warranty,negligence, strict liability, in tort or otherwise,is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss,lost profits or savings or other incidental, special or consequential 0 damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted by law, v to defend and hold harmless H-GAC,its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses(including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. U Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this m Agreement. Q c 0 ARTICLE 36: LIMITATION OF CONTRACTOR'S LIABILITY n Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement,whether for breach of contract,warranty,negligence, strict liability, in tort or otherwise, t° C7 but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold c hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not y as warranted. In no event will Contractor be liable for any loss of use,loss of time, inconvenience, commercial c loss,loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or M Federal government to have been paid in violation of the terms of this Agreement. v Q ARTICLE 37: TITLES NOT RESTRICTIVE x The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement. ? d ARTICLE 38: JOINT WORK PRODUCT c This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms m and, in the event of any ambiguities,no inferences shall be drawn against any party. _ x w ARTICLE 39: PROCUREMENT OF RECOVERED MATERIAL H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the E Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1)procuring only items ,0 �v r Q Page 10 of 13 Packet Pg. 67 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the = highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the c preceding fiscal year exceeded$10,000; (2)procuring solid waste management services in a manner that 0� maximizes energy and resource recovery; and(3) establishing an affirmative procurement program for o procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as y required by the Resource Conservation and Recovery Act of 1976(42 U.S.C. § 6962(c)(3)(A)(i)),Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or co other contractual requirements. ARTICLE 40: COPELAND"ANTI-KICKBACK"ACT co Contractor shall comply with 18 U.S.C. § 874,40 U.S.C. § 3145, and the requirements of 29 C.F.R.pt. 3 as may i be applicable,which are incorporated by reference into the contract. The contractor or subcontractor shall insert in d any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a E clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor L shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract Q clauses.A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. L d ARTICLE 41: DISCRIMINATION o Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination. v These include,but are not limited to: a) Title VI of the Civil Rights Act of 1964(P.L. 88-352),which prohibits discrimination on the basis of U race, color, or national origin; M L b) Title IX of the Education Amendments of 1972, as amended(20 U.S.C. §§1681-1683, and 1685- Q 1686),which prohibits discrimination on the basis of sex; c c) Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C. §794),which prohibits y discrimination on the basis of handicaps; d) The Age Discrimination Act of 1975, as amended(42 U.S.C. §§6101-6107),which prohibits discrimination on the basis of age; c e) The Drug Abuse Office and Treatment Act of 1972(P.L. 92-255), as amended,relating to y nondiscrimination on the basis of drug abuse; c f) The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of = 1970 (P.L. 91-616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; M g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), v as amended,relating to confidentiality of alcohol and drug abuse patient records; Q h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended,relating to = nondiscrimination in the sale,rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s)under which application for Federal = assistance is being made; and j) The requirements of any other nondiscrimination statute(s)that may apply to the application. c a! ARTICLE 42: DRUG FREE WORKPLACE m Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable. _ For the purposes of this Section,"drug-free"means a worksite at which employees are prohibited from engaging w in the unlawful manufacture, distribution, dispensation,possession, or use of a controlled substance. H-GAC may request a copy of this policy. s �v r Q Page 11 of 13 Packet Pg. 68 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w ARTICLE 43: APPLICABILITY TO SUBCONTRACTORS = Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Agreement will be bound by the foregoing terms and conditions. c ARTICLE 44: WARRANTY AND COPYRIGHT o L Submissions must include all warranty information,including items covered,items excluded, duration, and y renewability. Submissions must include proof of licensing if using third party code for programming. ARTICLE 45: DATA HANDLING AND SECURITY i) It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data,products, and deliverables. U) ARTICLE 46: DISPUTES i All disputes concerning questions of fact or of law arising under this Agreement,which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H- E GAC or his designee,who shall reduce his decision to writing and provide notice thereof to the Contractor. The L decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days Q from the date of receipt of such notice,the Contractor requests a rehearing from the Executive Director of H- GAC. In connection with any rehearing under this Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive 0 decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute v hereunder,the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H-GAC's final decision. 0 U ARTICLE 47: CHOICE OF LAW: VENUE m This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or cause a of action arising under or in connection with the Agreement shall lie exclusively in Harris County,Texas. _ 0 Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the y state of purchase. Contractor shall immediately notify H-GAC of such disputes. M C7 ARTICLE 48: ORDER OF PRIORITY c In the case of any conflict between or within this Agreement,the following order of priority shall be utilized: 1) 0 General Provisions,2) Special Provisions, 3) Scope of Work, and,4) Other Attachments. c x ARTICLE 49: WHOLE AGREEMENT The General Provisions, Special Provisions, and Attachments, as provided herein,constitute the complete M Agreement("Agreement")between the parties hereto, and supersede any and all oral and written agreements v between the parties relating to matters herein. Except as otherwise provided herein,this Agreement cannot be modified without written consent of the parties. _ M x d 0 m x x w _ as E s �v r Q Page 12 of 13 Packet Pg. 69 DocuSign Envelope ID: 11 D932BD-E01 E-4AEF-A04C-09875ABADA2A 8.D.b w �a x as 0 SIGNATURES: W H-GAC and the Contractor have read,agreed,and executed the whole Agreement as of the date first written o above,as accepted by: y a� Robert Half International,Inc. H-GAC Z m DocuSigned by: Doocu�uSSiggnned by: SignatureE/- " v�s`a"`d 0 Signatur 77F9EDBD4C1045E_. 82EC270D5D61423... r Name Greg Freeman Name Chuck Wemple i c Title vice President Title Executive Director E a� a� L Date 6/22/2021 Date 6/24/2021 a m L iy Q 0 0 V 3 0 V M L a 0 rn m M C9 c 0 U) 3 0 x 0 w LO M V a 0 x w M x 0 a m x x w c a� E s M Q Page 13 of 13 Packet Pg. 70 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b H-GAC Houston-Galveston Area Council w P.O.Box 22777 • 3555 Timmons • Houston,Texas 77227-2777 = Cooperative Agreement-Contract-Robert Half International,Inc.-Public Services- 6943 d 0 SPECIAL PROVISIONS o L N Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows: co ARTICLE 1: BIDS/PROPOSALS INCORPORATED = In addition to the whole Agreement, the following documents listed in order of priority are incorporated into M the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. v) ARTICLE 2: END USER AGREEMENTS ("EUA") E H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the i Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC a Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions L that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its a Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall 00 in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this v Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with c END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, 0 surviving termination of this Agreement between H-GAC and Contractor. m L Q ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE c Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, m Contractor develops a regularly followed standard procedure of entering into agreements with other _> governmental customers within the State of Texas, and offers the same or substantially the same t? products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more c favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten(10)business days 0 thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date = of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, c warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. M H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty,benefit, a or term that was charged or offered to another entity during the term of this Agreement, does not constitute = more favorable treatment, than Contractor shall, within ten (10)business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, _ after due consideration of Contractor's written explanation, may decline to accept such explanation and W thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective �0 retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the END USER. m x x EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, w proposer or contractor, which are not within bidder's/proposer's control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. s iv r a Page 1 of 8 Packet Pg. 71 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w ARTICLE 4: PARTY LIABILITY = Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. 0 Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. E Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by ,° H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of W this Agreement. m U) ARTICLE 5: GOVERNING LAW& VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H- GAC of such disputes. i d ARTICLE 6: SALES AND ORDER PROCESSING CHARGE E a� Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC L will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an a END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, 2 after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty(30) calendar days or ten (10) c business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's v receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to U execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but L not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing a charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was M received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES c Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages. M ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General x Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least$1,000,000.00, and a General -_ 0 Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. m c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and w the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be a carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a s Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance M certificate(s) submitted to H-GAC. a Page 2 of 8 Packet Pg. 72 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof,plus the number of days/months required to deliver any outstanding order after the close of the contract period. e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the 00 insured and showing coverage and limits for the insurances listed above. c f. If any Product(s) or Service(s)will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and in document accuracy. c iv ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS co H-GAC's contractual requirements DO NOT include a Performance &Payment Bond(PPB); therefore, _ Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to E cover any order if so requested by the END USER. Contractor shall quote a price to END USER for L provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END a USER's purchase order. �v ARTICLE 10: ORDER PROCESSING CHARGE Q. H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the °o exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most v current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the Customer. 0 ARTICLE 11: CHANGE OF STATUS v 0 Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, L dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to c advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to 0 determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement. 0 It ARTICLE 11: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered x0 must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and c with at least the following: °; a. Be new, unused, and not refurbished. b. Not be a prototype as the general design, operation and performance. This requirement is NOT meant to a preclude the Contractor from offering new models or configurations which incorporate improvements in = a current design or add functionality, but in which new model or configuration may be new to the w M marketplace. ? c. Include all accessories which may or may not be specifically mentioned in the Agreement,but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such 0 accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time of delivery. m d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout X the entire quantity of a Product as may be purchased simultaneously by any Customer. W e. Be designed and constructed using current industry accepted engineering and safety practices, and materials. E s f. Be available for inspection at any time prior to or after procurement. r a Page 3 of 8 Packet Pg. 73 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b ARTICLE 12: TEXAS MOTOR VEHICLE BOARD LICENSING All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle = Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle ° Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor E Vehicle Board documentation to H-GAC upon request. ° N d ARTICLE 13: INSPECTION/TESTING All Products sold pursuant to this Agreement will be subject to inspection/testing by or at the direction of H- GAC and/or the ordering Customer, either at the delivery destination or the place of manufacture. In the event a CD c Product fails to meet or exceed all requirements of this Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor. i ARTICLE 14: ADDITIONAL REPORTING REQUIREMENTS Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous E three (3)month period. Reports must include, but are not limited, to the following information: 2 a. Customer Name a b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number d d. Purchase Order Date c e. Product/Service dollar amount ° f. HGACBuy Order Processing Charge amount ° ARTICLE 15: BACKGROUND CHECKS U Cooperative customers may request background checks on any awarded contractor's employees who will have L direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost a of obtaining any background information requested by the Customer. m ARTICLE 16: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL M CERTIFICATION c As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, c Texas Government Code: _ 1. "Boycott Israel"means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not a include an action made for ordinary business purposes; and x 2. "Company"means a for-profit sole proprietorship, organization, association, corporation,partnership, w joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary,parent company or affiliate of those entities or business associations that exist to make a profit. 0 ARTICLE 17: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION m As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a = x company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization— W specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas a Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively s declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) a Page 4 of 8 Packet Pg. 74 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b w ARTICLE 18: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN = TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 W and as amended October 26, 2020) C W Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered E telecommunications equipment or services as a substantial or essential component of any system, or as critical ,° technology as part of any system. "Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, CO physical security surveillance of critical infrastructure, and other national security purposes, video surveillance c and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision E Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities); N 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) 1 telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal E Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, 2 the government of a covered foreign country. a m Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 2 d requires that Contractors review SAM prior to completing their required representations. This rule applies to all c acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of v commercial items, including commercially available off the-shelf items. ARTICLE 19: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) U With respect to products purchased by Customers for use in the National School Lunch Program and/or L National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations a with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to cc the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. M C7 In the event Contractor or Contractor's supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC Customers c may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement. U ARTICLE 20: BUY AMERICA REQUIREMENT(Applies only to Federally Funded Highway and Transit a C7 Pro'ects) = w With respect to products purchased by Customer for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel o and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. With respect to m products purchased by Customer for use in federally funded transit projects, Contractor shall comply with all = federal procurement laws and regulations with respect to such projects, including the Buy American provisions W set forth in 49 U.S.C. Section 53230)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. E s ARTICLE 21: DOMESTIC PREFERENCE r a Page 5 of 8 Packet Pg. 75 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a Customer using federal grant award funds should, to the greatest extent practicable,provide a preference for the purchase, _ acquisition, or use of goods,products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The Customer must include this requirement a0 in all subawards including all contracts and purchase orders for work or products under the federal grant award. E If Contractor intends to qualify for Purchase Orders using federal grant money, the it shall work with the ,° Customer to provide all required certifications and other documentation needed to show compliance. ARTICLE 22: TITLE VI REQUIREMENTS N H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this co Agreement and will not be discriminated against on the grounds of race, color, or national origin in i consideration for an award. _ d E W ARTICLE 23: EQUAL EMPLOYMENT OPPORTUNITY 2 Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the a definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal d Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,pg.339), as amended by c Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and v implementing regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." ° U The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor L agrees that such provision applies to any contract that meets the definition of"federally assisted construction a contract" in 41 CFR Part 60-1.3 and agrees that it will comply with such provision. m ARTICLE 24: CLEAN AIR AND WATER POLLUTION CONTROL ACT M Customer Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. ° (n 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387). Violations must c be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). M Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act(42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract. _ M x ARTICLE 25: PREVAILING WAGE Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the c Davis-Bacon Act, 40 U.S.C. 276a—276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5. m x ARTICLE 26: CONTRACT WORK HOURS AND SAFETY STANDARDS x w As per the Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708), where applicable, all c Customer Purchase Orders in excess of,000 that involve the employment of mechanics or laborers must include E a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of r a Page 6 of 8 Packet Pg. 76 DocuSign Envelope ID: 11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times = the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to a0 work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These E requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. ARTICLE 27: PROFIT AS A SEPARATE ELEMENT OF PRICE CO For purchases using federal funds in excess of,000, a Customer may be required to negotiate profit as a c separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate r_ with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees N that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, i including any applicable discount, under any awarded contract. E a� ARTICLE 28: BYRD ANTI-LOBBYING AMENDMENT Byrd Anti-Lobbying Amendment (31U.S.C. 1352)—Contractors that apply or bid for an award exceeding ,000 Q must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence d an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee c of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered v by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the Customer. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise U comply with, the Byrd Anti-Lobbying Amendment(31 USC 13 52).Contractor certifies that it is currently in L compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will Q continue to be in compliance throughout the term of the Contract and further certifies that: m 1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any M person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the c entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative agreement, Contractor shall complete and submit Standard Form—LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. o W This certification is a material representation of fact upon which reliance was placed when this transaction was m made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction = imposed by Section 1352, title 31,U.S. Code. Any person who fails to file the required certification shall be w subject to a civil penalty of not less than ,000 and not more than ,000 for each such failure. as E s �v r Q Page 7 of 8 Packet Pg. 77 DocuSign Envelope ID: 11 D932BD-E01 E-4AEF-A04C-09875ABADA2A 8.D.b ARTICLE 29: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS, SUBGRANTS, COOPERATIVE AGREEMENTS,AND CONTRACTS = Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued 0 pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as �0 amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR E Part 15. ,° N ARTICLE 30: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Z Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the c Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 0 i c as E as as L Q > L d Q 0 0 3 0 C) M 2 L a 0 U) m M C9 c 0 U) 3 0 x 0 w LO M V a 0 w M 0 a m x x w c a� E s M Q Page 8 of 8 Packet Pg. 78 8AIj8.J9doo:D IiounoC)ea.IVy uo;sanleE)-uo;snoH : 06S£) 3V9H-JI8H-:P9goM- �q HX3 .;u8wLjOBJjVF C a y V IL H � N N � ,� � •� .U>. N � cd 40. 3 y o ° a. ammo U U > o w a UL�7 �y to pU O try U ° Q1 Q O n Cd Y '> Cd 0 b to° O 'C U .O o o '-' w 0.o ° O ° Cod Cd Cd "Ci C ..o. C w U wCd cd O N W y a+ 0 W a x vS O �j ° x e? 0 ° OW Cd o 'a7 UU .C � U O 'O CsU."Q O o CD �, c y Q ° id ai bo Q r�'j Q i o C c0i °� 'd � � � � � G� � o w ~ d ^° } U •° c� `� m is UCd 0 CN co O U O to p > a+ O > p p El bo U S N U d U a°i o a°i C° o ` ca on 0 0 to aD m w w w° Q ° C7 ° H p. iorn U O 0 DocuSign Envelope ID:llD932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b Attachment A Robert Half International,Inc. -� Temporary Staffing,Direct-Hire and Other Employer Services c L Contract No.TS06-21 c FORM DI-PRICING PAGE#1 w �a Cost of services,Mark-up(MU)percentage pricing: x m When using the DOL website guidelines,as the Base pricing rate for Temporary Hire: W E 0 1.) What is the percentage of Mark-Up added to the Base rate for an w 65% Administrative position? d 2.) What is the percentage of Mark-Up added to the Base rate for an NA Light Industrial position? c �a r U) 3.) What is the percentage of Mark-Up added to the Base rate for an Heavy Industrial position? NA d d 4.) What is the percentage of Mark-Up added to the Base rate for an IT 70% a position? �a L Varies from 641- c. 5.) What is the minumum conversion time in(hours)for a temporary 0 employee to be hired without incurring a conversion or buyout fee? 1561 depending on v position — c 6.) Are there any liquidation fees if the above conversion hours are not c) met? yes/no > > Yes L Q c 7.) If there are liquidation fees or charges for the above transaction,what ° y fee:> > > See below chart > hours:> > > See below chart `6 percentage> > See below chart c OfficeTeam Only 0 x Length of Assignment Fee o (n 0-160 hours 25%of annual starting salary M Explain here: 161-320 hours 20%of annual starting salary v 321-480 hours 15%of annual starting salary Q 481-640 hours 10%of annual starting salary x w 641+hours No Fee Ta x Robert Half Technology,Accountemps,The Creative Group, Robert Half c 8.) Direct-Hire annual salary percentage of Mark-up. 25% m **The annual salary must be equal to or less than hourly rate provided in the job descriptions listed on W Form D-Page#2,using the multiplier of 2080 hours. E z �a r 9.) Direct-Hire guarantee period in hours. 520 Q Packet Pg.80 DocuSign Envelope ID:11D932BD-E01E-4AEF-A04C-09875ABADA2A 8.D.b 10.) Payrolling percentage of Mark-Up. NA �a c L d C W N d O w E O L d V d U) U) I C d E d d L Cm Q d N L d Q. O O V C 7 O V d L Q C O y d N C O H 7 O 2 G Ln M V Q 2 w N 2 d O CO 2 W r C d E t V !6 Q Packet Pg.81 DocuSign Envelope ID:11 D932BD-EO1 E-4AEF-A04C-09875ABADA2A 8.D.b Attachment A Robert Half International,Inc. Temporary Staffing,Direct-Hire and Other Employer Services Contract No.TS06-21 co c FORM D2-PRICING PAGE#2.1 d Code Occupation Description Pricing Range Mark-Up% Total Total w Please Use a 2 Whole Number d Low High as the%(MU). Low High c Example 25%= X 1.25 E 0 L w Accounting: A01 Accountant I $20.30 $31.90 1.70 $34.51 $54.23 A02 Accountant II $30.00 $49.00 1.70 $51.00 $83.30 y A03 Financial Analyst 1 $21.00 $32.50 1.70 $35.70 $55.25 rn c A04 Financial Analyst 11 $33.00 $52.80 1.86 $61.38 $98.21 A05 Payroll Clerk $17.00 $25.00 1.70 $28.90 $42.50 .. A06 Cost Accounting Specialist $22.00 $44.00 1.70 $37.40 $74.80 A07 CPA $25.00 $50.00 1.70 $42.50 $85.00 aci A08 Financial/Business Analyst $22.00 $49.50 1.86 $40.92 $92.07 d L A09 Controller $35.20 $60.00 1.86 $65.47 $111.60 rn A10 Auditor 1 $19.801 $30.80 1.70 1 $33.66 $52.36 a d All jAuditor II $29.001 $48.001 1.70 1 $49.30 $81.60 a Administrative Support and Clerical: d B01 Accounting Clerk 1 $12.00 $18.00 1.70 $20.40 $30.60 0 B02 Accounting Clerk II $18.00 $21.00 1.70 $30.60 $35.70 v B03 Accounting Clerk I11 $21.00 $24.00 1.70 $35.70 $40.80 B04 Administrative Assistant $13.00 $19.00 1.65 $21.45 $31.35 0 B05 Call Center Representative $15.00 $26.00 1.65 $24.75 $42.90 B06 Copy Machine Operator $12.00 $15.00 1.65 $19.80 $24.75 a B08 Customer Service Representative 1 $15.00 $18.00 1.65 $24.75 $29.70 c B09 Customer Service Representative II $18.00 $22.00 1.65 $29.70 $36.30 B10 Customer Service Representative I11 $22.00 $27.00 1.65 $36.30 $44.55 > ea 1311 Data Entry Operator 1 $12.00 $16.00 1.65 $19.80 $26.40 �? B12 Data Entry Operator 11 $16.00 $20.00 1.65 $26.40 $33.00 �co, B13 Document Preparation Clerk $12.00 $18.00 1.65 $19.80 $29.70 0 B14 Executive Assistant $19.00 $29.00 1.65 $31.35 $47.85 = B15 General Clerk l $12.00 $15.00 1.65 $19.80 $24.75 CD B16 General Clerk 11 $15.00 $20.00 1.65 $24.75 $33.00 e'n B 17 General Clerk 1I1 $20.00 $24.00 1.65 $33.00 $39.60 v 1318 Legal Secretary 1 $18.00 $24.00 1.70 $30.60 $40.80 B 19 Legal Secretary 11 $24.00 $31.00 1.70 $40.80 $52.70 = B20 Mail Room Clerk $12.00 $15.00 1.65 $19.80 $24.75 ea x B22 Personnel Assistant(Employment)1 $12.00 $15.00 1.65 $19.80 $24.75 B23 Personnel Assistant(Employment)11 $15.00 $18.00 1.65 $24.75 $29.70 0 B24 Personnel Assistant(Employment)111 $18.00 $22.00 1.65 $29.70 $36.30 B25 Production Control Clerk $15.00 $25.00 1.65 $24.75 $41.25 m B26 Secretary $12.00 $15.00 1.65 $19.80 $24.75 K B27 Secretary 11 $15.00 $18.00 1.65 $24.75 $29.70 w B28 SecretarylIl $18.00 $25.00 1.65 $29.70 $41.25 B30 Receptionist/Switchboard Operator $12.00 $18.00 1.65 $19.80 $29.70 s B31 Records Management Clerk $15.00 $25.00 1.65 $24.75 $41.25 0 B35 Word Processor 1 $12.00 $15.00 1.65 $19.80 $24.75 Q B36 Word Processor R $15.00 $18.001 1.65 $24.751 $29.70 B37 Word Processor I11 $18.001 $22.001 1.65 $29.701 $36.30 Packet Pg.82 DocuSign Envelope ID:11D932BD-EO1E-4AEF-A04C-09875ABADA2A 8.D.b General Services and Materials Handling Support: D13 Shipping/Receiving Clerk 1 $12.001 $18.001 1.65 1 $19.801 $29.70 Health: E04 Claims Processor $15.00 $24.50 1.65 $24.75 $40.43 . E05 Claims Processor(Senior) $19.00 $30.00 1.65 $31.35 $49.50 Ell Eligibility/Insurance Verifier $13.00 $22.00 1.65 $21.45 $36.30 c E12 Eligibility Referral Coordinator $13.00 $22.00 1.65 $21.45 $36.30 ea E14 Insurance Coordinator $15.00 $24.50 1.65 $24.75 $40.43 = E20 IMedical Record Clerk 1 $13.001 $19.001 1.65 $21.451 $31.35 Information Technology: FO1 Application Developer $40.00 $75.00 1.70 $68.00 $127.50 E F02 Application Support Analyst $30.00 $60.00 1.70 $51.00 $102.00 F03 Applications Engineer $40.00 $75.00 1.70 $68.00 $127.50 F04 Computer Operator I $18.00 $27.00 1.70 $30.60 $45.90 Z F05 Computer Operator II $25.00 $34.00 1.70 $42.50 $57.80 y F06 Computer Operator III $32.00 $39.00 1.70 $54.40 $66.30 F07 Computer Operator IV $40.00 $49.00 1.7 $68.0 $83.30 F08 Computer Operator V $48.00 $60.00 1.7 $81.6 $102.00 I F09 Computer Programmer I $33.00 $49.50 1.7 $56.1 $84.15 F10 Computer Programmer II $50.00 $60.50 1.70 $85.00 $102.85 E F11 Computer Programmer III $61.00 $77.00 1.70 $103.70 $130.90 L F12 Computer Programmer IV $78.00 $93.50 1.70 $132.60 $158.95 Q F13 Computer Systems Analyst I $30.00 $40.00 1.70 $51.00 $68.00 F14 Computer Systems Analyst II $40.00 $50.00 1.70 $68.00 $85.00 L F15 Computer Systems Analyst III $50.00 $77.00 1.70 $85.00 $130.90 Q, F16 Customer Support Administrator $17.00 $35.00 1.70 $28.90 $59.50 �0 F17 Customer Support Specialist $15.00 $20.00 1.70 $25.50 $34.00 - F18 Database Administrator $38.50 $70.00 1.70 $65.45 $119.00 F19 Data Center Support Specialist $35.00 $70.00 1.70 $59.50 $119.00 v F20 Desktop Support Manager $35.00 $55.00 1.70 $59.50 $93.50 d L F21 Desktop Support Specialist $18.00 $26.00 1.70 $30.60 $44.20 Q F22 Developer $35.00 $70.00 1.70 $59.50 $119.00 �0 F23 Director of Technology $40.00 $95.00 1.70 $68.00 $161.50 F24 Front End Web Designer $45.00 $55.00 1.77 $79.65 $97.35 F25 GIS(Geographic Info.Systems)Tech.I $33.00 $55.00 1.70 $56.10 $93.50 F26 GIS(Geographic Info.Systems)Tech.II $44.00 $66.00 1.70 $74.80 $112.20 N F27 Help Desk Specialist $15.00 $20.00 1.70 $25.50 $34.00 'o F28 Help Desk Technician $15.00 $25.00 1.70 $25.50 $42.50 x F29 Information Systems Project Manager $35.00 $60.00 1.70 $59.50 $102.00 0) F30 Information Technology Coordinator $20.00 $35.00 1.70 $34.00 $59.50 F31 Information Technology Director $40.00 $95.00 1.70 $68.00 $161.50 v Q F32 Information Technology Manager $33.00 $68.00 1.7 $56.1 $115.60 x F33 IT Support Manager $33.00 $50.00 1.7 $56.1 $85.00 w ea F34 IT Support Specialist $18.00 $30.00 1.7 $30.6 $51.00 = F35 IT Systems Administrator $35.00 $50.00 1.7 $59.5 $85.00 F36 Java Developer $40.00 $75.00 1.7 $68.0 $127.50 0 F37 Management Information Systems Director $40.00 $80.00 1.7 $68.0 $136.00 F38 Network/Communications Support Clerk $22.00 $38.50 1.7 $37.4 $65.45 m F39 Network Systems Administrator $35.00 $50.00 1.7 $59.5 $85.00 K w F40 Peripheral Equipment Operator $18.00 $30.00 1.7 $30.6 $51.00 w F41 Senior Database Administrator $30.00 $65.00 1.7 $51.0 $110.50 E F42 Senior Network System Administrator $45.00 $90.00 1.7 $76.5 $153.00 F43 Senior Programmer $40.00 $75.00 1.7 $68.0 $127.50 F44 Senior Programmer Analyst $25.00 $40.00 1.7 $42.5 $68.00 Q F45 Senior Security Specialist 1 $40.001 $90.00 1.7 $68.0 $153.00 Packet Pg.83 DocuSign Envelope ID:11 D932BD-EO1 E-4AEF-A04C-09875ABADA2A 8.D.b F46 Senior Support Specialist $28.00 $40.00 1.70 $47.60 $68.00 F47 Senior System Administrator $40.00 $75.00 1.70 $68.00 $127.50 F48 Senior System Analyst $30.00 $65.00 1.70 $51.00 $110.50 F49 Senior Web Administrator $35.00 $55.00 1.70 $59.50 $93.50 F50 Senior Web Developer $40.00 $70.00 1.70 $68.00 $119.00 c d F51 Software Developer $45.001 $75.00 1.70 $76.50 $127.50 c F52 Software Quality Assurance Analyst $35.001 $55.00 1.70 $59.50 $93.50 w cc F53 Support Specialist $18.00 $28.00 1.70 $30.60 $47.60 = F54 Systems Administrator $30.00 $45.00 1.70 $51.00 $76.50 F55 Systems Analyst $20.00 $35.00 1.70 $34.00 $59.50 0 m F56 Systems Designer $30.00 $55.00 1.70 $51.00 $93.50 E F57 System Support Specialist $18.00 $28.00 1.70 $30.60 $47.60 w F58 Technical Operations Officer $40.00 $80.00 1.70 $68.00 $136.00 F59 Technical Support Specialist $18.00 $28.00 1.70 $30.60 $47.60 Z F60 Technical Specialist $20.00 $32.00 1.70 $34.00 $54.40 y F61 Telecommunications Specialist $18.00 $32.00 1.70 $30.60 $54.40 F62 Web Administrator $32.00 $45.00 1.70 $54.40 $76.50 cc F63 Web Developer $35.00 $55.00 1.70 $59.501 $93.50 W I F64 Web Master 1 $35.00 $55.001 1.70 $59.501 $93.50 Procurement: E G04 Purchasing Manager 1 $33.001 $77.001 1.86 1 $61.381 $143.22 L Professional: Q H01 Attorney $30.00 $50.00 1.78 $53.40 $89.00 H04 Contract Administrator $18.00 $27.00 1.70 $30.60 $45.90 H05 Contract Specialist $25.00 $30.00 1.70 $42.50 $51.00 Q, H08 Compliance Manager $32.00 $44.00 1.70 $54.40 $74.80 �00� H09 Contract Administrator $18.001 $27.00 1.70 $30.60 $45.90 - H10 Contract Manager $30.001 $40.00 1.70 $51.00 $68.00 H11 Executive Consultant $45.00 $80.00 1.86 $83.70 $148.80 0 V H14 Grant Administrator $22.00 $35.00 1.70 $37.40 $59.50 d L H16 Human Resources Coordinatior $18.00 $27.00 1.70 $30.60 $45.90 Q H17 Human Resources Manager $27.50 $49.50 1.86 $51.15 $92.07 �co, H18 Human Resources Specialist $22.00 $38.00 1.70 $37.40 $64.60 H27 Marketing Specialist $20.001 $24.00 1.77 $35.40 $42.48 H28 Paralegal/Legal Assistant I $16.00 $20.00 1.70 $27.20 $34.00 H29 Paralegal/Legal Assistant II $20.00 $24.00 1.70 $34.00 $40.80 0 H30 Paralegal/Legal Assistant III $28.00 $34.00 1.70 $47.60 $57.80 00 H31 Paralegal/Legal Assistant IV $36.00 $49.00 1.70 $61.20 $83.30 H33 Presentation Designer $28.00 $35.00 1.77 $49.56 $61.95 0) H34 Principle Consultant $38.00 $70.00 1.86 $70.68 $130.20 H35 Proofreader $28.00 $32.00 1.77 $49.56 $56.64 v Q H40 Senior Writer $25.00 $40.00 1.77 $44.25 $70.80 x H41 Social Media Manager $28.00 $35.00 1.77 $49.56 $61.95 ea H43 Website Designer 1 $30.001 $38.001 1.77 1 $53.101 $67.26 = Miscellaneous: d J02 I Desk Clerk 1 $12.001 $16.001 1.65 1 $19.801 $26.40 0 a m x K w w c d E s u ea Q Packet Pg.84 DocuSign Envelope ID:96FAF381-80B0-449E-9DEB-627460D6FC96 8.D.c H-GACBUY COOPERATIVE PURCHASING ROBERT HALF INTERNATIONAL, INC. i AMENDMENT ONE-PARENT ID #6943 E d as I. PURPOSE o, Q This document serves as amendment one(1)to contract#6943 between H-GAC and Robert Half International,Inc.This > to amendment clarifies the following language in the General and Special Provisions: a O O L) (a)Article 4-Independent Contractor of the General Provisions is amended to replace the second to the last sentence of 'Zi the Article with the following language: O Employees of CONTRACTOR are subject to the exclusive control over the employment relationship and human resource supervision by CONTRACTOI ) d (b)Article 3-Most Favored Customer Clause of the Special Provisions is amended to read as follows: Q c O If CONTRACTOR,at any time during this Contract,routinely enters into agreements with other governmental customers within the State of Texas, and N d offers the same or substantially the same products/services offered to H-GAC on a basis that routinely provides pricing more favorable than those > to provided to H-GAC hereunder,CONTRACTOR shall notify H-GAC within ten(10)business days.This Contract between H-GAC and CONTRACTOR C shall be automatically amended,effective the date of notification. a0-, N 7 The Parties accept the following definition of routine:A prescribed,detailed course of action to be followed regularly;a standard procedure.The Parties = accept the following definition of agreement:A contractual document that applies to more than one staffing assignment and contains defined pricing p CD rates." u7 M 0 If CONTRACTOR claims that a more favorable price,warranty,benefit,or term that was charged or offered to another governmental entity in the State of Texas during the term of this Agreement,does not constitute more favorable treatment,than CONTRACTOR shall,within ten(10)business days, O notify H-GAC in writing,setting forth the detailed reasons CONTRACTOR believes the aforesaid offer is not in fact most favored treatment.H-GAC, C after due consideration of CONTRACTOR's written explanation,may decline to accept such explanation and thereupon this Agreement between H-GAC and CONTRACTOR shall be automatically amended,effective retroactively,to the effective date of the most favored agreement,to provide the same w prices,warranties,benefits,or terms to H-GAC and the END USER. ca 2 'C EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,proposer or contractor,which are not within O O bidder's/proposer's control[example;a manufacturer's bid concession],or to any prices offered to the Federal Government and its agencies. (c) Attachment A,Form DI,section 7 is revised to read as follows: 'a OfficeTeam Only C d Length of Assignment Fee Q 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 d 641+hours No Fee X W Robert Half Technology,Accountemps,The Creative Group,Robert Half Legal N m Length of Assignment Fee X 0-240 hours 25%of annual starting salary W 241-480 hours 20%of annual starting salary 481-720 hours 15%of annual starting salary = 721-960 hours 10%of annual starting salary d 961+hours No Fee E t C� Robert Half Management Resources(Non-SPS) r Q Length of Assignment Fee 0-1,560 hours Case-by-case 1,561+hours No Fee Packet Pg. 85 DocuSign Envelope ID:96FAF381-80BO-449E-9DEB-62746OD6FC96 8.D.c All other General and Special Provision language agreed upon in contract#6943 remain,and no other changes to the contract documents other than I those detailed above are made through execution of this amendment.These changes to the contract provisions are only applicable to this contract d effort#6943. E d O i� a II. REVIEW AND APPROVAL This amendment requires the review and approval of the H-GAC Executive Director a O III. SIGNATURES c°� c 3 for the Houston-Galveston Area Council for Robert Half International,Inc. v M m L Doocuu�Sjiggnned by: DocuSigned''ppby: d 1_.sce�e,'Ie,"422 Charles Wemple, Executive Director Mathieu Ulmschneider-VP Strategic Accounts M 0 8/23/2021 8/17/2021 3 Date: Date: O x 0 CD Ln M V C !C C O 1 F O C w M 2 O O C O E C d E a X W N m 2 X W C O E t V O .r .r a Packet Pg. 86 DocuSign Envelope ID:A121 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d wile as HOUSTON—GALVESTON AREA COUNCIL c SERVING TODAY • PLANNING FOR TOMORROW W O L N O V as August 19, 2022 c M I c Ms. Melinda Alison E Vice President L Robert Half International, Inc. °1 Q 2884 Sand Hill Road Menlo Park, California 94025 2 as a RE: Contract Changes on Contract TS06-21 for the Supply of Temporary Staffing, Direct Hire and 00 Other Employer Services v c Dear Ms. Alison: �0 M The Houston-Galveston Area Council has reviewed our request for contract changes in the 2 Y q g a above referenced contract(see attachments). We have determined that the changes are reasonable and c conform to the provisions of the contract. Therefore, the request is approved. m M c� Sincerely, 0 rn DocuSigned by: � O D3E2DDD166F2488... O Ronnie O. Barnes °L' Director of Public Services c as E ROB/bb E Q Enclosures c� a CD x M m x X W C O E s M Q Street:3555 Timmons Lane,Suite 120,Houston,TX 77027•Mail: P.O. Box 22777,Houston,Texas 77227-2777 Phone: (713)627-3200• Fax: (713) 993-2414•Web: h-gac.com•Social:gHouGalvAreaCog Packet Pg. 87 DocuSign Envelope ID:A121 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d Date: June 13, 2022 c W To: Brian Denzel E 0 L From: Jim Glover RE: Contract Change Request Contract# TS06-21 °1 c Contractor: Robert Half International, Inc. i c a� E Robert Half International, Inc., in correspondence dated June 7, 2022 has requested that their contract be amended to reflect price updates effective July 8, 2022. Q m Staff has reviewed the request and determined it to be in accordance with applicable contract requirements. The new pricing is 3 to 4%higher and reflects current market pricing. Approval is recommended. c 0 t� Please advise if and when request is approved so that we may advise appropriate staff and arrange for website update. 3 0 Thank you. m L JG Q 0 Attachments/ m M CD c 0 U) 3 0 x 0 w LO M C E C E Q x V a c� x M m x x W C E s M Q Packet Pg. 88 DocuSign Envelope ID:A121 EA26-2777-479B-99C0-EACF8B24B95F rn KODeri malT8.D.d Strategic Accounts 0 M June 7,2022 c 0 Attention: ayi Brian Denzel Z m Brian,good afternoon. c M We really enjoyed getting together for lunch last month. Great to see you, the team,and catch up. i In follow up to our rate increase discussion at lunch, we wanted to discuss a pricing increase for a few areas of our business. E a� The 3 areas we would propose an increase include: co • For our contract accounting practice group—we are proposing an increaseto a 75%mark up > o This would apply to the following Codes:A01-A03; A05-A07; A10-A11; B01-1303— d highlighted Won rate card 0- 0 • For our contract administrative support and clerical practice group—we are proposing an 0 t� increase to a 71%mark up — o This would apply to the following Codes: 1304-1306;1308-1317;B20; 1322-1328;B30-B31; 3 B35-B37;D13; E04-E05;Ell-E12; E14;E20;J02—highlighted BLUE on rate card L) • For our contract information technology practice group—we are proposing an increase to a 75% m mark up a o This would apply to the following Codes: F01-F23; F25-F66—highlighted GREEN on rate c card N m ** see PDF attachment of 6.7.2022 Proposed Rate Card Changes 2 C9 This proposal is based on many factors: +moo, • Over the past 12 months,average hourly earnings have increased by 5.2 percent. 3 • Reservation Wage—the minimum a candidate will takefor a job offer—has increased 25%in the = past year. c • In a survey of 376 C-suite executives—done by Robert Half—62%are increasing salaries for M current staff to help close wage gaps. • Demand in technology, administrative,and accounting/finance remainvery high —supply continues to be an issue—thus increasingthe competition to source and retain candidates— paying competitively is necessary. o Technology- Q12022 unemployment rate for top 8 IT roles RH places was—on average Q 1.96%;compared to the national rate of 3.6%. C) a CD M m 2 X W C E s M Q 2021 o Robert _ Packet Pg. 89 DocuSign Envelope ID:A121 EA26-2777-479B-99C0-EACF8B24B95F rn KODeri -riaiT8.D.d Strategic Accounts w L Tech employers continue to up the ante to attract top talent 0 E 0 78% 68% 60% 4%, U) plan to increase the number of are adding new permanent positions. are increasing starting salaries to are offering remote optio 01 contract employees In their attract and hire skilled candidates. considering candidates out: _ :r deportment_ afce's usual geogmp t� a� U) o Accounting -Addressing digital transformation and skills gaps continues driving hiring in i this sector. Employers are finding they must increase salaries to attract and retain skilled professionals.Q1 2022 unemployment rate for top 6 finance roles RH places was—on E average is 1.76%;compared to the national rate of 3.6%. o Administrative and customer support-Q1 2022 unemployment rate for top 7 roles RH Q places was—on average 2.84%;compared to the national rate of 3.6%. > cv L Thank you for your partnership! Q. 0 0 t� Melinda Alison c Vice President v M Strategic Accounts a 737.346.6414 office 314.480.2080 mobile = Connect with us: Linkedln I Facebook Twitter Instagram YouTube 0 m M C7 _ 0 3 0 x 0 w LO M _ d E _ d E ILD x V Q x M m x x W _ d E s �v r Q o _o be _ Packet Pg. 90 DocuSign Envelope ID:Al21 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d FORM D2-PRICING PAGE#2.1 Procurement No.: TS06-21 Title: Temporary Staffing,Direct-Hire and Other Employer Services Offeror:Robert Half international Inc. 6.7.2022 Proposed Pricing Code Occupation Description Pricing Range Mark-Up% Total Total Mark-Up% Total Total O Please Use a Please Use a E Whole Number as Whole Number 0. Low High the%(MU). Low High as the%(MU). Low High `~ Example 25%= Example 25%- 1.25 1.25 V Accounting: y A01 Accountant I $20.30 $31.90 1.70 $34.51 $54.23 1.75 $35.53 $55.83 U) A02 Accountant II $30.00 $49.00 1.70 $51.00 $83.30 1.75 $52.50 $85.75 0) C A03 Financial Analyst I $21.00 $32.50 1.70 $35.70 $55.25 1.75 $36.75 $56.88 A04 Financial Analy_st1I $33.00 $52.80 1.86 $61.38 $98.21 i0+ A05 Payroll Clerk $17.00 $25.00 1.70 $28.90 $42.50 1.75 $29.75 $43.75 fn A06 Cost Accounting Specialist $22.00 $44.00 1.70 $37.40 $74.80 1.75 $38.50 $77.00 A07 JCPA $25.00 $50.00 1.70 $42.501 $85.00 1.75 $43.751 $87.50 = A08 I Financial/Business Analyst $22.00 $49.50 1.86 $40.92 $92.07 0A1 *Fmance r $35.20 $60.00 1.86 $65.47 $111.60 4) $19.80 $30.80 1.70 $33.66 $52.36 1.75 $34.65 $53.90 i $29.00 $48.00 1.70 $49.30 $81.60 1.75 $50.75 $84.00 irector $55.00 $95.00 1.86 $102.30 $176.70 A13 I Chief Financial Officer 1 $80.001 $150.001 1.86 $148.80 $279.00 > Administrative Support and Clerical: BO1 Accounting Clerk $12.00 $18.00 1.70 $20.40 $30.60 1.75 $21.00 $31.50 d B02 Accounting Clerk D $18.00 $21.00 1.70 $30.60 $35.70 1.75 $31.50 $36.75 O' O B03 Accounting Clerk III $21.00 $24.00 1.70 $35.70 $40.80 1.75 $36.75 $42.00 O B04 Administrative Assistant $13.00 $19.00 1.65 $21.45 $31.35 1.71 $22.23 $32. V B05 Call Center Representative $15.00 $26.00 1.65 $24.75 $42.90 1.71 $25.65 B06 Copy Machine Operator $12.00 $15.00 1.65 $19.80 $24.75 1.71 $20.52 $25.65 7 1307 Court Reporter O B08 Customer Service Representative I $15.00 $18.00 1.65 $24.75 $29.70 1.71 $25.65 $30.78 V B09 Customer Service Representative II $18.00 $22.00 1.65 $29.70 $36.30 1.71 $30.781 $37.62 O d B10 Customer Service Representative III $22.00 $27.00 1.65 $36.30 $44.55 1.71 $37.62 $46.17 Bll Data Entry Operator $12.00 $16.00 1.65 $19.80 $26.40 1.71 $20.52 $27.36 Q C B12 Data Entry Operator II $16.00 $20.00 1.65 $26.40 $33.00 1.71 $27.36 $34.20 O B13 Document Preparation Clerk $12.00 $18.00 1.65 $19.80 $29.70 1.71 $20.52 $30.78 N B14 Executive Assistant $19.00 $29.00 1.65 $31.351 $47.85 1.71 $32.49 $49.59 d B15 General Clerk I $12.00 $15.00 1.65 $19.80 $24.75 1.71 $20.52 $25.65 a 1316 General Clerk II 5.00 $20.00 1.65 $24.75 $33.00 1.71 $25.651 $34.20 Y 1317 General Clerk ID .00 $24.00 1.65 $33.00 $39.60 1.71 $34.20 $41.04 r_ B18 Legal Secretary l $18.00 $24.00 1.70 $30.60 $40.80 N B19 Legal Secretary II $24.00 $31.00 1.70 $40.80 $52.70 3 1320 Mail Room Clerk $12.00 $15.00 1.65 $19.80 $24.75 1.71 $20.52 $25.65 O 1321 Messenger Courier 1322 Personnel Assistant(Employment)1 $12.00 $15.00 1.65 $19.801 $24.75 1.71 $20.52 $25.65 CD B23 Personnel Assistant(Employment)11 $15.00 $18.00 1.65 $24.75 $29.70 1.71 $25.65 $30.78 B24 Personnel Assistant(Employment)III $18.00 $22.00 1.65 $29.70 $36.301 1.71 $30.78 $37.62 B25 Production Control Clerk $15.00 $25.00 1.65 $24.75 $41.25 1.71 $25.65 $42.75 4+ B26 Secretary $12.00 $15.00 1.65 $19.80 $24.75 1.71 $20.52 $25.65 4) B27 SecretaryH $15.00 $18.00 1.65 $24.75 $29.70 1.71 $25.65 $30.78 E 1328 SecretaryIlI $18.00 $25.00 1.65 $29.70 $41.25 1.71 $30.78 $42.75 C 1329 Supply Technician d 1330 Receptionist/Switchboard Operator $12.00 $18.00 1.65 $19.801 $29.70 1.71 $20.52 $30.78 Q B31 Records Management Clerk $15.00 $25.00 1.65 $24.751 $41.25 1.71 $25.65 $42.75 B32 Travel Clerk I = B33 Travel Clerk II B34 Travel Clerk III Q B3�Wordsor $12.00 $15.00 1.65 $19.80 $24.75 1.71 $20.52 $25.65B3 $15.00 $18.00 1.65 $24.75 $29.70 1.71 $25.65 $30.78B3 $18.00 $22.0 1.65 $29.70 $36.30 1.71 $30.78 $37.62 M m Education: 2 CO1 TeacherI X CO2 Teacher II W CO3 Teacher III +- C C04 At Risk Counselor I 4) General Services and Materials Handling Support DOl IForkliftOperator I I IV D02 Gardener !9 D03 General Maintenance Worker Q Packet Pg. 91 DocuSign Envelope ID:Al21 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d D04 Janitor D05 Laborer i D06 Librarian tv D07 Library Aide/Clerk 0 D08 Library Technician D09 Material Coordinator E D10 IMaterial Handling Laborer Dl l Order Filler y D12 Shipping Packer 41 C� 13 Shipping/Receiving Clerk $12.00 $18.00 1.65 $19.80 $29.70 1.71 $20.52 $30.78 D14 Stock Clerk y D15 Park Naturalist U) D16 Recreation Specialist C 1317 Warehouse Specialist .- Health: !9 r.+ E01 Breath Alcohol Technician fn E02 Certified Occupational Therapist Assistant E03 Certified Physical Therapist Assistant 04 Claims Processor $15.00 $24.50 1.65 $24.75 $40.43 1.71 $25.65 $41.90 tv (Senior) $19.00 $30.00 1.65 $31.35 $49.50 1.71 $32.49 $51.30 d E06 Dental Assistant i E07 Dental Hygienist E08 Dietary Aide Q d E09 EKG Technician > E10 Electroneurodiagnostic Technologist O Eligibility/Insurance Verifier $1 3.00 $22.00 1.65 $21.45 $36.30 1.71 $22.23 $37.62 Eligibility Referral Coordinator $1 3.00 $22.00 1.65 $21.45 $36.30 1.71 $22.23 $37.62 C E13 Emergency Medical Technician O insurance Coordinator $15.00 $24.50 1.65 $24.751 $40.43 1.71 $25.65 $41.90 V E15 Licensed Practical Nurse I V E16 Licensed Practical Nurse II C E 17 Licensed Practical Nurse 11I 3 O E18 Medical Assistant V E19 Medical laboratory Technician d 20 Medical Record Clerk am $1 3.00 $19.00 1.65 $21.45 $31.35 1.71 $22.23 $32.49 E21 Medical Record Technician Q E22 Medical Transcriptionist p E23 Nuclear Medicine Technologist N E24 Nursing Assistant I d E25 Nursing Assistant 11 M E26 Nursing Assistant III E27 Nursing Assistant IV C E28 Optical Dispenser N E29 Optical Technician 3 E30 Pharmacy Technician O 2 E31 Phlebotomist E32 Radiologic Technologist O E33 Registered Nurse I E34 Registered Nurse II E35 Registered Nurse III E36 Registered Nurse IV E37 Scheduler(Drug and Alcohol Testing) E E38 Substance Abuse Treatment Counselor C Information Technology: Iv FOl Application Developer $40.00 $75.00 1.70 $68.00 $127.50 1.75 $70.00 $131.25 Q F02 Application Support Analyst $30.00 $60.00 1.70 $51.00 $102.00 1.75 $52.50 $105.00 F03 Applications Engineer $40.00 $75.00 1.70 $68.00 $127.50 1.75 $70.00 $131.25 = F04 Computer Operator I $18.00 $27.00 1.70 $30.60 $45.90 1.75 $31.50 $47.25 F05 Computer Operator 11 $25.00 $34.00 1.70 $42.50 $57.80 1.75 $43.75 $59.50 Q F06 Computer Operator III $32.00 $39.00 1.70 $54.40 $66.30 1.75 $56.00 $68.25 (7 F07 Computer Operator IV $40.00 $49.00 1.70 $68.001 $83.30 1.75 $70.00 $85.75 = F08 Computer Operator V $48.00 $60.00 1.70 $81.60 $102.00 1.75 $84.001 $105.00 M F09 Computer Programmer I $33.00 $49.50 1.70 $56.10 $84.15 1.75 $57.75 $86.63 m 1710 Computer Programmer II $50.00 $60.50 1.70 $85.00 $102.85 1.75 $87.50 $105.88 x Fll Computer Programmer III $61.00 $77.00 1.70 $103.70 $130.90 1.75 $106.75 $134.75 LU F12 Computer Programmer IV $78.00 $93.50 1.70 $132.60 $158.95 1.75 $136.50 $163.63 C F13 Computer Systems Analyst I $30.001 $40.00 1.70 $51.00 $68.00 1.75 $52.50 $70.00 Iv 1714 Computer Systems Analyst II $40.00 $50.00 1.70 1 $68.001 $85.00 1.75 $70.00 $87.50 E F15 Computer Systems Analyst III $50.00 $77.00 1.70 1 $85.001 $130.90 1.75 1 $87.501 $134.75 v F16 Customer Support Administrator $17.00 $35.00 1.70 1 $28.901 $59.50 1.75 1 $29.751 $61.25 F17 Customer Support Specialist $15.00 $20.00 1.70 1 $25.501 $34.00 1.75 1 $26.251 $35.00 1Q Packet Pg. 92 DocuSign Envelope ID:Al21 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d F18 Database Administrator $38.50 $70.00 1.70 $65.45 $119.00 1.75 $67.38 $122.50 F19 Data Center Support Specialist $35.00 $70.00 1.70 $59.50 $119.00 1.75 $61.25 $122.50 F20 Desktop Support Manager $35.00 $55.00 1.70 $59.50 $93.50 1.75 $61.25 $96.25 4) F21 Desktop Support Specialist $18.00 $26.00 1.70 $30.60 $44.20 1.75 $31.50 $45.50 0 F22 Developer $35.00 $70.00 1.70 $59.50 $119.00 1.75 $61.25 $122.50 F23 Director of Technology $40.00 $95.00 1.70 $68.00 $161.50 1.75 $70.00 $166.25 C F24 Front End Web Designer $45.001 $55.00 1.77 $79.651 $97.35 1725 GIS(Geographic Info.Systems)Tech.I $33.00 $55.00 1.70 $56.10 $93.50 1.75 $57.75 $96.25 y F26 GIS(Geographic Info.Systems)Tech.II $44.00 $66.00 1.70 $74.80 $112.20 1.75 $77.00 $115.50 O V F27 Help Desk Specialist $15.00 $20.00 1.70 $25.50 $34.00 1.75 $26.25 $35.00 F28 Help Desk Technician $15.00 $25.00 1.70 $25.50 $42.50 1.75 $26.25 $43.75 y F29 Information Systems Project Manager $35.00 $60.00 1.70 $59.50 $102.00 1.75 $61.25 $105.00 N F30 Information Technology Coordinator $20.00 $35.00 1.70 $34.00 $59.50 1.75 $35.00 $61.25 0) C F31 Information Technology Director $40.00 $95.00 1.70 $68.00 $161.50 1.75 $70.001 $166.25 .- F32 Information Technology Manager $33.00 $68.00 1.70 $56.10 $115.60 1.75 $57.75 $119.00 �0+ F33 IT Support Manager $33.00 $50.00 1.70 $56.10 $85.00 1.75 $57.75 $87.50 N F34 IT Support Specialist $18.00 $30.00 1.70 $30.60 $51.00 1.75 $31.50 $52.50 1 �.+ F35 IT Systems Administrator $35.00 $50.00 1.70 $59.50 $85.00 1.75 $61.25 $87.50 � F36 Java Developer $40.00 $75.00 1.70 $68.00 $127.50 1.75 $70.00 $131.25 d F37 Management Information Systems Director $40.00 $80.00 1.70 $68.00 $136.00 1.75 $70.00 $140.00 d F38 Network/Communications Support Clerk $22.00 $38.50 1.70 $37.40 $65.45 1.75 $38.501 $67.38 i F39 Network Systems Administrator $35.00 $50.00 1.70 $59.50 $85.00 1.75 $61.25 $87.50 F40 Peripheral Equipment Operator $18.00 $30.00 1.70 $30.60 $51.00 1.75 $31.50 $52.50 F41 Senior Database Administrator $30.00 $65.00 1.70 $51.00 $110.50 1.75 $52.50 $113.75 > F42 Senior Network System Administrator $45.00 $90.00 1.70 $76.50 $153.00 1.75 $78.75 $157.50 E 1743 Senior Programmer $40.00 $75.00 1.70 $68.00 $127.50 1.75 $70.00 $131.25 d F44 Senior Programmer Analyst $25.00 $40.00 1.70 $42.501 $68.00 1.75 $43.75 $70.00 O• O F45 Senior Security Specialist $40.00 $90.00 1.70 $68.00 $153.00 1.75 $70.001 $157.50 O F46 Senior Support Specialist $28.00 $40.00 1.70 $47.60 $68.00 1.75 $49.00 $70.00 V F47 Senior System Administrator $40.00 $75.00 1.70 $68.00 $127.50 1.75 $70.00 $131.25 V F48 Senior System Analyst $30.00 $65.00 1.70 $51.00 $110.50 1.75 $52.50 $113.75 C F49 Senior Web Administrator $35.00 $55.00 1.70 $59.50 $93.50 1.75 $61.25 $96.25 3 O F50 Senior Web Developer $40.00 $70.00 1.70 $68.00 $119.00 1.75 $70.00 $122.50 V F51 Software Developer $45.00 $75.00 1.70 $76.50 $127.50 1.75 $78.75 $131.25 d F52 Software Quality Assurance Analyst $35.00 $55.00 1.70 $59.50 $93.50 1.75 $61.251 $96.25 F53 Support Specialist $18.00 $28.00 1.70 $30.60 $47.60 1.75 $31.501 $49.00 F54 Systems Administrator $30.00 $45.00 1.70 $51.00 $76.50 1.75 $52.50 $78.75 O F55 Systems Analyst $20.00 $35.00 1.70 $34.00 $59.50 1.75 $35.00 $61.25 N F56 Systems Designer $30.00 $55.00 1.70 $51.00 $93.50 1.75 $52.50 $96.25 d F57 System Support Specialist $18.00 $28.00 1.70 $30.601 $47.60 1.75 $31.50 $49.00 M F58 Technical Operations Officer $40.00 $80.00 1.70 $68.00 $136.00 1.75 $70.00 $140.00 Y F59 Technical Support Specialist $18.00 $28.00 1.70 $30.60 $47.60 1.75 $31.50 $49.00 C F60 Technical Specialist $20.00 $32.00 1.70 $34.00 $54.40 1.75 $35.001 $56.00 N 1761 Telecommunications Specialist $18.001 $32.00 1.70 $30.60 $54.40 1.75 $31.50 $56.00 3 F62 Web Administrator $32.001 $45.00 1.70 $54.40 $76.50 1.75 $56.00 $78.75 O 2 F63 Web Developer $35.001 $55.00 1.70 $59.50 $93.50 1.75 $61.25 $96.25 F64 Web Master $35.001 $55.00 1.70 1 $59.501 $93.50 1.75 $61.25 $96.25 (D F66 ERP Consultant $82.35 $120.00 1.70 $140.00 $204.00 1.75 $144.11 $210.00 Q) LO M_ G01 Buyer ++ G02 Buyer II d G03 Buyer III E G04 Purchasing Manager $33.00 $77.00 1.86 $61.381 $143.22 C Professional: d H01 Attorney $30.00 $50.00 1.78 $53.40 $89.00 Q H02 Business Development Manager H03 Business Development Sales Rep. _ H04 Contract Administrator $18.00 $27.00 1.70 $30.60 $45.90 0� H05 Contract Specialist $25.00 $30.00 1.70 $42.50 $51.00 Q H06 Community Relations Representative 11 0 H07 Community Relations Representative III = H08 Compliance Manager $32.00 $44.00 1.70 $54.40 $74.80 M H09 Contract Administrator $18.00 $27.00 1.70 $30.60 $45.90 m H10 Contract Manager $30.00 $40.00 1.70 $51.00 $68.00 Hll Executive Consultant $45.00 $80.00 1.86 $83.70 $148.80 W H12 Facility Manager H13 Fire/HAZMAT Specialist d H14 Grant Administrator $22.00 $35.00 1.70 1 $37.40 $59.501 1 1 E H15 Housing Specialist v H16 Human Resources Coordinatior $18.00 $27.00 1.70 1 $30.601 $4S.901 I I H17 Human Resources Manager $27.50 $49.50 1.86 1 $51.151 $92.071 1Q Packet Pg. 93 DocuSign Envelope ID:Al21 EA26-2777-479B-99C0-EACF8B24B95F 8.D.d H18 Human Resources Specialist $22.00 $38.00 1.70 $37.40 $64.60 H19 Inspection Manager i H2O Inspection Specialists 4) H21 Insurance Specialist I 0 H22 Insurance Specialist II H23 Insurance Specialist III E H24 Law Enforcement Specialist ,0 1125 Logistics Specialists y H26 Logistics Manager 41 C� H27 Marketing Specialist $20.00 $24.00 1.77 $35.40 $42.48 H28 Paralegal/Legal Assistant I $16.00 $20.00 1.70 $27.20 $34.00 y H29 Paralegal/Legal Assistant 11 $20.00 $24.00 1.70 $34.00 $40.80 U) H30 Paralegal/Legal Assistant 111 $28.00 $34.00 1.70 $47.60 $57.80 0) C H31 Paralegal/Legal Assistant IV $36.00 $49.00 1.70 $61.201 $83.30 .- H32 Park Ranger ry+ H33 Presentation Designer $28.00 $35.00 1.77 $49.56 $61.95 fn H34 Principle Consultant $38.00 $70.00 1.86 $70.68 $130.20 1 H35 Proofreader $28.00 $32.00 1.77 $49.56 $56.64 r.+ C H36 Public Assistance Specialist H37 Safety Manager d H38 Security-unarmed i H39 Security-armed H40 Senior Writer $25.00 $40.00 1.77 $44.25 $70.80 H41 Social Media Manager $28.00 $35.00 1.77 $49.56 $61.95 > H42 Transportation Manager H43 Website Designer 1 $30.00 $38.001 1.77 $53.10 $67.26 Scientific: O- I01 Wildlife Biologist 00 IO2 Environmental Coordinator I V I03 lGeologist Miscellaneous: C JOI Cashier 3 O J02 Desk Clerk $12.00 $16.00 L65 $19.80 $26.40 1.71 $20.52 (� J03 Lifeguard J04 Park Attendant(Aide) J05 Recreation Aide/Health Facility Attendant Q J06 Recreation Specialist p J07 Sales Clerk y J08 School Crossing Guard > J09 Sports Official �p J10 Load Ticket Data Entry Clerk C Average Price Increase Percent 3-4%, to O 2 O 0) Ln M C d E C d E Q 2 V Q 2 M m 2 x W C d E s M r Q Packet Pg. 94