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HomeMy WebLinkAboutCAG2024-567 - Original - CAG2024-567 - Robert Half, Inc - Police Department Consultant and Staffing - 12/6/24 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Farm DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N O T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: A. Grove Police Date Sent: Date Required: > 12/18/2024 12/18/24 0- Mayor or Designee to Sign. Date of Council Approval: CL Q Interlocal Agreement Uploaded to Website Budget Account Number: Grant? Yes NOW] 10002100.64190.1027 Budget?MYes❑No Type: N/A Vendor Name: Category: Robert Half Inc. Contract Vendor Number: Sub-Category: c 33248 Original 0 Project Name: Consultant Services GProject Details: The Consultant agrees to perform staffing and recruiting services for the City on `- an on-call, as-needed basis, in accordance with the plans and/or specifications C C provided by the City and as mutually agreed upon by the parties. C Basis for Selection of Contractor: Direct Negotiation Agreement $100 OOO g � r •Memo to Mayor must be attached 1. Start Date: 12/6/24 Termination Date: 12/26/2026 Im Q Local Business?[71Yes 1-1/]No' If meets requirements per KCC3.70.100,please complete"Vendor Purchase-Local Exceptiom"form on Cifyspoce. Business License Verification: ❑YesR/Iln-Process❑Exempt(KCC 5.01.045) ❑Authorized Signer Verified Notice required prior to disclosure? Contract Number: E1YesONo CAG2024-567 Comments: vt L Il: N 0 �. �� C Date Received:City Attorney: 12/18/24 Date Routed:Mayor's Office 12/1$/2Rty Clerk's Office 12/18/24 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20221201 Docusign Envelope ID:C3�16CF35-F86E-4609-648B-17E1B2CAA031 +' KENT CONSULTANT SERVICES AGREEMENT between the City of Kent and Robert Half 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 3001 Bishop Dr., Suite 140, San Ramon, CA 94583 ("Consultant") and is entered into pursuant to the Houston-Galveston Area Council (HGAC) Contract for the supply of Temporary Staffing, Direct-Hire and Other Employer Services, Contract NumberTS06-21, effective June 1, 2021, including all its appendices, amendments, and exhibits (the "HGAC Contract"). 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 greeen willtibe performed in a good and workmanlike manner and consistent with generally accepted professional ng 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 until December 26, 2026, unless terminated earlier("Initial ons w)I. The parties may agree to extend this Agreement for successive one (1) y ear terms, whichbe authorized through an Amendment to this Agreement ("Renewal Term"). CONSULTANT SERVICES AGREEMENT - 1 Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 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, in an amount not to exceed $100,000.00 (one hundred thousand dollars). 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 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) Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1132CAA031 ling as they ecome necessary tax D. The documents withappropriate late felderalr land state agencies, including l the Internal Revenue P 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 Consultant workperformed hereunder is"Work for Hire. If for any reason work does not constitute"Work for Hire, assigns all copyrights therein to the City effective as of the date(s) such materials had been created. 'g 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 Coraisultar�} to remotely conlnect toultant C City's network. y or negligently allow a third party (i.e. not employed y 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 from the divi dual, have ity. Far security to City passwords, accounts, records or data files without prior written approval 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 d❑ all things necessary or appropriate to facilitate om the Ass fined InndIviduua1, and/ortcontr ctingut not with a tlhird party to peited to rining form permissions or written waive the background checks per City's specifications. VII. PROJECT TEAM. A. Assi n ent of Assigned Individual to Aro'ect 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. Ri ht of Cit To Re-ect 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 (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 Cityur satisfaction with Consultant's Assigned Individual's services by extending to City: an eight (8) CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 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. Assfci ned 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. 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 CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4BOg-B48B-17E1B2CAA031 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. reasonable XII. EXCHANGE rmat onn supplied byAit o'Consult The aty nt for provide its best efforts to he purpose of completion provide of thework under accuracy of any 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 ere or thanuse of any Consultant of the hanydocuments, project shall and bebe files with ut liability by sor legal exposure this eproject by anyone of 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; (li) 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 mzichines) 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 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. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 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. Re c clable 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. Wri ten 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 International 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 & 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 CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Rec rds 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 Ragu'red. 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. Counter arts and Si natures b 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 Structuur . 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 NumberTS06-21, effective June 1, 2021, including all its appendices, amendments, and of thebits HGAC "HGAC Contract"). If there is a conflict among the terms in the various documents, thoseContract 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. W Direc Hire Recr itin 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. 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 rata credit for such amount in the event Consultant provides a replacement. The refund oIcabl dimultipliedwilb equal tto /65th number the calendarfee amount actually paid t❑ Consultant for such candidate, as applicable, remaining in the guarantee period as of the last day of employment with the City. CONSULTANT SERVICES AGREEMENT - 7 (Over$20,000) Docusign Envelope ID:C316CF35-F88E-4609-64813-17E162CAA031 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. CONSULTANT: CITY OF KENT: Robert Half Inc. EOE [�A,1DocuSigned by: �--� 62956EQ7246 a►n, NI. wvu By:1By. (signature) RyadsiReOtrNck Print Name: Dana Ralph Print Name: Its_ Ma ar Its Vice President, Strategic Accounts DATE: 12/6/2024 (title) DATE: 12/18/2024 ATTEST: k�� klLRIOlb Kent City Clerk APPROVED AS TO FORM: Kent Law Department NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: City of Kent Robert Half Inc. 220 Fourth Avenue South Attn: Contracts Manager, SA Kent, WA 98032 3001 Bishop Dr., Suite 140 (253) 856-4600 (telephone) San Ramon, CA 94583 (253) 856-4700 (facsimile) CONSULTANT SERVICES AGREEMENT - 8 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4BOg-B48B-17E1B2CAA031 DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regardiing suppiers who qual opportunity. As such all contractors, subcontractors, with the+regu regulations ofvendors, and the City's equal perform work with relation to this Agreement employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: 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); 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". ry r any The following statements specifically identify theerequirements rent to adhere to. An affirmation maaan of contractor, subcontractor, or supplier on this specific 9ng. If any contractor, all of the following is required for this Agreement themselvee valid s with and regabind rd tvl the directives outlined subcontractor, or supplier willfully misrepresent 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. loyment n the basis of 2. During the time of this Agreement I will not preseiminate in nce all sensory,pmental o�physi al d sab I ty� race, color, national origin, age, or the pesen de 3_ During the time of this Agreement I, the prime ind indicating tment aIs an equae opportunity ty statement to all new employees and subcontractors 9 comm employer. ent I, the prime contractor, will actively consider hiring and 4. During the time of the Agreem promotion of women and minorities. ts 5. During the performance of this conreferred to as the tthet'�contractorr, for f)lag eesgas follows: successors in interest (hereinafter EEO COMPLIANCE DOCUMENTS - 1 Docusign Envelope ID:C316CF35-FBBE-4B09-B48B-17E1B2CAA031 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 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 EEO COMPLIANCE DOCUMENTS - 2 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4BOg-B48B-17E1B2CAA031 sanctions for noncompliance. Provided, that if the contract becomes se iaf such nvolved in, or is threatened with litigation by a subcontractor, or supplier 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 tcontractor, �rdiscrimination lf, its statutes and nees, and successors in interest agrees to comply with the following no authorities; 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 Rent of al Property Acquisition displaced lcorr whose (42 U.S.C. § 4601), (prohibits unfair treatme property has been acquired because of Federal or Federal-aid programs and projects); (prohibits discrimination iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), on the basis of sex); as amended, iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), (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); 471, Section 47123), as amended, (prohibit vi. Airport and AirwayImprovement not on based o82 race, creed, color, national origin, or sex); (Broadened the scope, vii. The Civil Rights Restoration Act of 1987, (PL 100-209), VI of the Civil Rights Act of 1964, The Age coverage and applicability of Title 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 ericans with Disabilities sf Act,viii. Titles II and III of the Am , 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 128981 Federal Actions to Address h ensures Non-discrimination agnority ainst Populations and Low-Income Populations, policies, and activities with minority populations by discouraging programs, p EEO COMPLIANCE DOCUMENTS - 3 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4B0g-B48B-17E1B2CAA031 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 signing below, I agree to fulfill the five requirements referenced above. DocuSlgned by: By:-1-N-_can - RI629 For: Ryan McKitrick Title: vice President Date: 12/9/2024 EEO COMPLIANCE DOCUMENTS - 4 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4BO9-B48B-17E162cAA031 CITY OF KENT ADMINISTRATIVE POLICY EFFECTIVE DATE: October 20, 2022 NUMBER: 1.2 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: o ortunity and non-discrimination in contracting requirements for the City of Equal employmentpp consultants, and al employment opportunity within their organization and, Kent will conform to federal and st eeulaws. pAll contractors, subcontractors, car, must suppliers of the City must guarantee q if holding Agreements with the City amounting to $10,000 or more within any given y take the following affirmative steps: Provide a written statement to all new employees and subcontractors indicating 1• Pro opportunity employer. commitment as an equal opp Y 2• Actively consider for promotion and advancement available minorities and women• the consultants, suppliers, Further, all contractors, subcontractors, , grantees, or subgrantees of rdless of the value of the Agreement, are required to sign the City's Non-Discrimination City, rega performance.Policy Declaration, prior to commencing p or subcontractor, consultant or supplier who conls idlered in breach of contly disregards the ract nondiscrimination and equal opportunity requirements shall be and subject to suspension or termination for all or part of the Agreement. s and Public Contract Compliance Officers will be appointed by the Directors of Planning, Park , artments to coordinate with the City's Title VI coordinator, and perform the following Works De p duties for their respective departments. conultants, and hers subject to these 1. Ensuring that contractors, subcont actors, and regulationsCity's equal employment opportunity regulations are familiar with the reg policy, policies and guidelines. 2, Monitoring to assu re adherence to federal, state and local laws, p EEO COMPLIANCE DOCUMENTS - 5 (Over$20,000) Docusign Envelope ID:C316CF35-F8BE-4BOg-B488-17E1B2CAA031 EXHIBIT A Date CONTACT NAME COMPANY ADDRESS 1 Job Order Number: Job Order # STREET ADDRESS 2 OR CITY ST ZIP CITY, ST ZIP OR SPACE IF NIT 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�ederal 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 ou receive this document. This standard document will be sent with each Job Cyrder 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 Cit ST Zip or Space if not Required (8&) 793-5533 ©Robert Half International Inc.,2009 All rights reserved An Equal Opportunity Employer(04/09) EXHIBIT A JOB ARRANGEMENT LETTER - 1 Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 EXHIBIT B INSURANCE RE vIRE AGREEMENTS C�NSUL.TANT SERVICES Insurance The Consultant shall procure and maintain for the duration t the Agreement pety which insurance against claims for injuries to persons or damage 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 wvrl�p D f�1$��ro� substitute e he City doSrsCeme endorsementadditional providing ed endorsement CG equivalent coverage. 2. Workers' Comr)ensation_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 i � r $4,[700 000 general aggregatei tv insuance shall be written with s no less than $2,000,00Q each ocurrence f this 2. Consultant may satisfy oofhe primary ability anits d Irements umbrellaoexcess Section b liability by any combing P 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 Consultants insurance coverage is being cancelled or substantially modified (e.g. a new carrier). EXHIBIT B Docusign Envelope ID:C316CF35-F8BE-4B09-B48B-17E1B2CAA031 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 Al�ry�D� DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 5/27/2024 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 pollcytles) 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 1.VN$AUJ: Half Certificates Arthur J. Gallagher Risk Management Services, LLC PHOHE 818 539-1463 euc No:818 539.1801 500 N. Brand Boulevard EMAIL Suite 100 ADDRESS: roberthalf oerlificates a .com Glendale CA 91203 INSURER8 AFFORDING COVE RAGE NASCM LicenseM 00 223 INSURER A:Federal Insurance Company 20281 INSURED ROaEHAL-03 INSURER B:Safety National Casuall. Corporation 15105 Robert Half Inc. INSURER C 3001 Bishop Dr., Suite 140 San Ramon. CA 94583 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:823866782 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. 1HBR POLICY EFF POLICY EXP LIMITS TR TYPE OF INSURANCE UaR POLICY NUMBER MMrD1S1YYYY MMIDDIYYYY A X COMMERCIAL GENERAL LIABILITY Y 3579-66-87 6/1/2024 6/1/2025 EACHOCCURRENTCE S2,000,000 CLAIMS-MADE u OCCUR PREMISES Eaaccurronce $Z,000,000 X Stop Gap Em.Liab MED EXP(Any one poFiKMJ $10,000 X in OH,WA,WY,ND PERSONAL&ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 2,000,004 X JECTLOC PRODUCTS-COMPIOP AGG $2,000.000 POLICY PRO- E2i to er uabiltl $1,000,000 ER: COMeINEA SINGLE LIMIT A AUTOMOBILE LIABILITYEA Y 7323-32-17 6/1/2024 6l1/2025 Eeacel and $1,000,000 BODILY INJURY(Per person) $ X ANY AUTO OWNED BODILY INJURY(Per accident) $ AUTOS ONLY PROPERTYDAMAGE $ HIRED D pmr accident AUTOS ONLY Y $1,000/$1,000 Ca DII.Ded: A X UMBRELLA LIAB X OCCUR 7921-71-07 6/1/2024 6/1/2025 EACH OCCURRENCE 55,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE S 5,000.000 DED X RETENTIONS 5 B WORKERS COMPENSATION See Attached Supplemental 6/l/2024 6/l/2025 X 57TUTE ERA AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETORIPARTNEWEXECUTIVE E.L.EACH ACCIDENT $1,064,00Z1 NIA OFFICEFUMEMBEREXCLUDED7 E.L.DISEASE-EA EMPLOYEE S 1,000,000 (Mandatory In NH) I[yoa,describeurHler E.L.F}1SEASE-POLICY LIMIT S1.000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES(ACORD 101,Additional Romarks Scheduro,may be allachad if more apace Ts roqulradl The City of Kent are deemed Additional Insured on the above referenced General Liabillty 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 atta Chad Chubb General Llablllty 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 • � �ry .��/ L ©'1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2024-2025 RHI Workers Compensation Policy Numbers Polic # States Eff.Date Exp.Date Issuing Company NAIC# Robert Ha If International Inc.and Protiviti Inc. AOS:AL,AZ,AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA,ME,MD, MA, LDS4064812 MI,MN,MS,MO, MT, 6/1/2024 6/1l2025 Safety National Casualty Corp 15105 NE, NV, NH, NJ, NM, NY, NC,OK,OR, PA RI, SC,SD,TN,TX, UT,VT, VA,WV,WY PS 4064813 WI 6/1/2024 6!1/2025 Safety National Casualty Corp 15105 Liability Insurance Endorsement Policy Period JUKE 1,2024 TO JUNE 1,2025 Effective Date JUNE 1,2024 Policy Number 3579-66-87 Insured ROBERT HALF INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 1,2024 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. Liability Insurance ROBERT HALF INC. 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 13E 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 ROBERT HALF INC. last page Form 80-0 -2367(Rev.5-07) Endorsement Page 2 COMMERCIAL AUTOMOBILE— BLANKET ADDITIONAL INSURED— POLICY EXCERPT Insured Robert Half Inc. Policy Number 7323-32-17 Policy Effective June 1, 2024—June 1, 2025; 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 ar 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.