HomeMy WebLinkAboutContract 56223 DocuSign Envelope ID: DE976C23-6C7B-430E-BD9F-B31 DDDF8DFED CSC No. 56223
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between
Robert Half International Inc ("Vendor") and the City of Fort Worth, ("City"), a Texas
home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be
construed in the order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A— Seller's Quote(s), Scope of Services or Purchase Order(s);
3. Exhibit B—HGAC Contract TS06-21 for Temporary Staffing, Direct-Hire and Other
Employer Services, as amended;
4. Exhibit C —Conflict of Interest Questionnaire;
5. Exhibit D - Seller's General Conditions of Assignment and Terms of Payment, and;
6. Exhibit E—Amendment Between HGAC and Robert Half
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are
made a part of this Agreement for all purposes. Vendor agrees to provide City with the
services and goods included in Exhibit A pursuant to the terms and conditions of this
Cooperative Purchase Agreement, including all exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in
accordance with the provisions of this Agreement. Total payment made under this
Agreement for the first year by City shall be in the amount of One-Hundred Thousand
Dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves
in writing the additional costs for such services. City shall not be liable for any additional
expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing.
The term of this Agreement shall be for one year beginning on June 1, 2021 and
ending on May 31, 2022. City shall be able to renew this agreement for 2 one-year renewal
options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final
payment under this Agreement, or the final conclusion of any audit commenced during the
said three years, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records, including, but not limited to, all electronic
records, of Vendor involving transactions relating to this Agreement at no additional cost to
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: DE976C23-6C7B-430E-BD9F-B31 DDDFBDFED
City. Vendor agrees that City shall have access during normal working hours to all necessary
Vendor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Robert Half International Inc DBA
Attn: Jesus Chapa, Assistant City Manager Accountemps
200 Texas Street Attn: Mathieu Ulmschneider, VP, Strategic
Fort Worth, TX 76102-6314 Accounts
Facsimile: (817) 392-8654 2884 Sand Hill Rd#200
Menlo Park,CA 94025-7072
With copy to Fort Worth City Attorney's Office Facsimile: N/A
at same address
DocuSign Envelope ID: DE976C23-6C7B-430E-BD9F-B31 DDDF8DFED
The undersigned represents and warrants that he or she has the power and authority to
execute this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
TES.
By signing I acknowledge that I am the person
By: $sus J.Cha 202115:36 CDT) responsible for the monitoring and administration of
Name: Jesus Chapa this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Aug 26,2021
APPROVAL RECOMMENDED: By: C� �
Name: John Samford
Title: Assistant Finance Director
/2
By: Reginald Zeno(Aug 26,202113:58 CDT) APPROVED AS TO FORM AND LEGALITY:
Name: Reginald Zeno
Title: Chief Financial Officer
apF FoRr / .
p o00000
ATTEST �y o000 °00 O�� By: Taylor P is(Aug 26,202115:01 CDT)
l llw7 1 0�° o � '-'J Name: Taylor Paris
p0
v o p=� Title: Assistant City Attorney
a4 rEXP`ra�p By: G �nnaa4� CONTRACT AUTHORIZATION:
Name: Ronald P. Gonzales M&C: N/A
Title: Acting City Secretary
VENDOR:
Robert Half Intergatnajbync
By: �t,u
Name: a ieu Schneider
Title: VP, Strategic Accounts
Date: 8/26/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Robert Half'
July 14,2021
Vonda Coleman,Treasury Supervisor—Payroll
City of Fort Worth
1000 Throckmorton St.
Fort Worth,TX 76102-6311
Dear Vonda,
Thank you for selecting Robert Half International Inc. ("Robert Half")to meet your staffing needs. We appreciate
the opportunity to work with you in your search for skilled candidates.
Robert Half will assign the following candidates to the City of Fort Worth at the hourly bill rates indicated below:
CANDIDATE NAME JOB CODE JOB TITLE BILL RATE
Heather Vowell A04 Financial Data Analyst $81.84
If the hourly bill rate(s)listed above are acceptable to the City of Fort Worth,the City of Fort Worth will provide
Robert Half with a Vendor Services Agreement to review which,once signed,will amend the terms of the
Temporary Staffing,Direct Hire and Other Employer Services Contract between Robert Half and the Houston-
Galveston Area Council of Governments("H-GAC")effective June 1,2021,as amended,and identified by H-GAC
Contract No.TS06-21.
We appreciate your business and look forward to our continued partnership.
Sincerely,
Mathieu Ulmschneider
Vice President,Strategic Accounts
mathieu.uhnschneidergroberthalf.com
0 Robert Half International Inc.,2021. All rights reserved. Robert Half International Inc.is an Equal Opportunity Employer M/F/D/V
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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
GENERAL PROVISIONS
This Agreement is made and entered into,by and between the Houston-Galveston Area Council hereinafter
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.
WITNESSETH:
WHEREAS,H-GAC hereby engages the Contractor to perform certain services in accordance with the
specifications of the Agreement; and
WHEREAS,the Contractor has agreed to perform such services in accordance with the specifications of the
Agreement;
NOW,THEREFORE,H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
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
hereto.
ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all federal laws,
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
required,the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.
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
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
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
from submissions is obtained without the written consent of the contractor by parties other than H-GAC,at any
time during the evaluation process.
ARTICLE 4: INDEPENDENT CONTRACTOR
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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
of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and
supervision of the Contractor.The Contractor is solely responsible for employee related disputes and
discrepancies,including employee payrolls and any claims arising therefrom.
ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude,in any manner,or engage in any practice which may restrict or eliminate competition
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
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
Comp.p. 189)and 12689 (3 CFR Part 1989 Comp.p. 235), "Debarment and Suspension." SAM Exclusions
contains the names of parties debarred, suspended,or otherwise excluded by agencies,as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549.
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
department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its
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
submitted or has become erroneous by reason of changed circumstances.H-GAC may rely upon a certification of
the Respondent that the Respondent is not debarred, suspended,ineligible,or voluntarily excluded from the
covered contract,unless the H-GAC knows the certification is erroneous.
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)
H-GAC's goal is to assure that small and minority businesses,women's business enterprises, and labor surplus
area firms are used when possible in providing services under a contract. In accordance with federal procurements
requirements of 2 CFR§200.321,if subcontracts are to be let,the prime contractor must take the affirmative steps
listed below:
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
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.
6.
Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or
unavailable. The Small Business Administration(SBA)is the primary reference and database for information on
requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/prime-
subcontractina
NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises
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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.
Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals,as
may be required by any rules,processes or programs they might have in place. Assistance may include
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.
ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Agreement.
ARTICLE 9: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins Jun 012021 and ends May 31 2024.All
services under this Agreement must be rendered within this performance period,unless directly specified under a
written change or extension provisioned under Article 21,which shall be fully executed by both parties to this
Agreement.
ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.H-GAC will not pay for any
expenses incurred prior to the execution date of a contract,or any expenses incurred after the termination date of
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
goods or completion of the services and submission of the subsequent invoice.
ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/OUANTITY DISOUNTS
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.
ARTICLE 13: REPORTING REOUIREMENTS
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
the adequacy of performance and reporting by Contractor.Termination of this agreement for failure to perform
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.
ARTICLE 14: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as
outlined and defined in the attached Special Provisions.
ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions,the Contractor agrees not to assign,transfer,convey, sublet
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
subcontractor or assignee of the Contractor.The Contractor shall ensure that the performance rendered under all
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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
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.
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
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.
ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies,and are generally
exempt from Federal and State sales,excise or use taxes. Respondent must not include taxes in its Response. It is
the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.
Exemption certificates will be provided upon request.
ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the
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
representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not
limited to the required retention period,but shall last as long as the records are retained.Failure to provide access
to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the
Contractor shall include (without limitation): (1)personnel and payroll records,including social security numbers
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
all other unit inventory records for the Contractor's stocks or capital items; and(3)paid invoices and cancelled
checks for materials purchased and for subcontractors'and any other third parties'charges.
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
examination of records outlined in this article shall be included in all subcontractor or third-party agreements.
ARTICLE 19: RETENTION OF RECORDS
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
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
litigation,audit,or claim has been fully resolved.
ARTICLE 20: DISTRIBUTORS,VENDORS,RESELLERS
Contractor agrees and acknowledges that any such designations of distributors,vendors,resellers or the like are
for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all
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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
service.H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities
after a contract is awarded.
ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations,additions,or deletions to the terms of this Agreement,which are required by changes in
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.
B. To ensure the legal and effective performance of this Agreement,both parties agree that any amendment
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,
unless sooner implementation is required by law,such amendments shall have the effect of qualifying the
terms of this Agreement and shall be binding upon the parties as if written herein.
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
change order must be in writing and agreed upon by Contractor and the Customer agency prior to
issuance of any Change Order.A copy of the Change Order must be provided by the Contractor to, and
acknowledged by,H-GAC.
ARTICLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item,that item will automatically be considered deleted from
the contract with 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 take any other action deemed by H-GAC,at
its sole discretion,to be in the best interests of its Customers.
B. If a manufacturer makes any kind of change in a contracted item which affects the contract price,
Contractor must advise H-GAC of the details.H-GAC may allow or reject the change at its sole
discretion. 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 take any other action deemed by H-GAC,at its sole discretion,to
be in the best interests of its Customers.
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.
D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items
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
notice and an explanation of the changes to products and pricing.H-GAC will respond with written
approval.
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ARTICLE 23: CONTRACT PRICE ADJUSTMENTS
Price Decreases
If Contractor's Direct Cost decreases at any time during the full term of this award, Contractor must immediately
pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost.(Direct Cost
means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer,the cost of raw
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
Contractor routinely offers discounted contract pricing,H-GAC may request Contractor accept amended contract
pricing equivalent to the routinely discounted pricing
Price Increases
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
actual documented increase in Contractor's Direct Cost and will not exceed 10%of the previous bid price.
Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges,
or other economic factors.
Price Changes
Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a
price change. Temporary increases in pricing by whatever name (e.g. `surcharge', `adjustment', `equalization
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
request must include the new catalog or price sheet.
All Products shall,at time of sale,be equipped as required under any then current applicable local,state, and
federal government requirements. If,during the course of any contract,changes are made to any government
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
which become effective after the date of any sale are the responsibility of the Customer.
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
Contractor's current price,revised price,the actual dollar difference and the percentage of the price increase by
line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing,or the
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
updating of the website. The letter and documentation must be sent to the Bids and Specifications manager,
William Burton, at Willi am.Burtonkh-gac.com
Review/Approval of Requests
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
terminate its performance upon sixty(60)days advance written notice to H-GAC,however Contractor must fulfill
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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.
ARTICLE 24: DELIVERIES AND SHIPPING TERMS
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order
acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor's risk and will leave
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.
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.
The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the
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.
ARTICLE 25: RESTOCKING(EXCHANGES AND RETURNS)
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
Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or
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
merchantable condition as when received. Items that are special ordered may be returned only upon approval of
the Contractor.
ARTICLE 26: MANUALS
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.
ARTICLE 27: OUT OF STOCK,PRODUCT RECALLS,AND DISCONTINUED PRODUCTS
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
the option of accepting any equivalent product or canceling the item from Customer's Purchase Order. Contractor
is not authorized to make substitutions without prior approval.
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.
Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims,
Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims
that have been assigned to a third party.
ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.
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H-GAC will not pay for any expenses incurred after the termination date of the contract.
A. Convenience
H-GAC may terminate this Agreement at any time,in whole or in part,with or without cause,whenever
H-GAC determines that for any reason such termination is in the best interest of H-GAC,by providing
written notice by certified mail to the Contractor.Upon receipt of notice of termination,all services
hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the
notice of termination.
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.
B. Default
H-GAC may,by written notice of default to the Contractor,terminate the whole or any part of the
Agreement,in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any
extension thereof,or
(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
two instances does not cure such failure within a period often(10)days(or such longer period of time
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
H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the
Contractor to complete the Purchase Order.If Contractor is unable to do so,Contractor may be subject
to a claim for damages from H-GAC and/or the End User.
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
force and effect.
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,not,fire,flood, acts
of war,insurrection,accident,order of any court,act of God,or specific cause reasonably beyond the parry's
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.
ARTICLE 32: CONFLICT OF INTEREST
No officer,member or employee of the Contractor or subcontractor,no member of the governing body of the
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
which affects his or her personal interest,or shall have any personal or pecuniary interest,direct or indirect,in this
Agreement.
A. Conflict of Interest Questionnaire: 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)
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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 hops://www.ethics.state.tx.us/forms/CIQ.pdf H-GAC officers include its
Board of Directors and Executive Director,who are listed on this website. Respondent must complete and
file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office
or an officer's close family member as defined in the law exists.
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
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.htm.
Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.
ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination,labor standards, and
environmental compliance.With regards to "Rights to Inventions Made Under a Contract or Agreement,"If the
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,
"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency.
Contractor agrees to be wholly compliant with the provisions of 2 CFR 200,Appendix II.Additionally,for work
to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of
equipment,Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance
obligations.These may 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 race,color or national origin; (b)Title IX of the Education
Amendments of 1972,as amended(20 U.S.C. §§ 1681-1683, and 1685-1686),which prohibits discrimination on
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
1967(29 USC 621 et. seq.) and the Age Discrimination Act of 1974,as amended(42 U.S.C. §§ 6101-6107),
which prohibits discrimination on the basis of age; (f)the Drug Abuse Office and Treatment Act of 1972(P.L. 92-
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
Act of 1912(42 U.S.C. 290 dd-3 and 290 cc-3),as amended,relating to confidentiality of alcohol and drug abuse
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
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.
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
compliance with the Energy Policy and Conservation Act(P.L. 94-163).
ARTICLE 34: CRIMINAL PROVISIONS AND SANCTIONS
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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
through the filing of a written report within twenty-four(24)hours of knowledge thereof. Contractor shall notify
H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement
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.
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.
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
this Agreement.
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
damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted by law,
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.
Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this
Agreement.
ARTICLE 36: LIMITATION OF CONTRACTOR'S LIABILITY
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,
but excluding its obligation to indemnify H-GAC,is limited to the price of the particular products/services sold
hereunder,and Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not
as warranted. In no event will Contractor be liable for any loss of use,loss of time,inconvenience,commercial
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
Federal government to have been paid in violation of the terms of this Agreement.
ARTICLE 37: TITLES NOT RESTRICTIVE
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.
ARTICLE 38: JOINT WORK PRODUCT
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
and,in the event of any ambiguities,no inferences shall be drawn against any party.
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
Resource Conservation and Recovery Act.The requirements of Section 6002 include: (1)procuring only items
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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
preceding fiscal year exceeded$10,000;(2)procuring solid waste management services in a manner that
maximizes energy and resource recovery; and(3)establishing an affirmative procurement program for
procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above,as
required by the Resource Conservation and Recovery Act of 1976(42 U.S.C. § 6962(c)(3)(A)(0),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
other contractual requirements.
ARTICLE 40: COPELAND "ANTI-KICKBACK"ACT
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
be applicable,which are incorporated by reference into the contract.The contractor or subcontractor shall insert in
any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a
clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor
shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract
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.
ARTICLE 41: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.
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
race,color,or national origin;
b) Title IX of the Education Amendments of 1972,as amended(20 U.S.C. §§1681-1683, and 1685-
1686),which prohibits discrimination on the basis of sex;
c) Section 504 of the Rehabilitation Act of 1973,as amended (29 U.S.C. §794),which prohibits
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;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255),as amended,relating to
nondiscrimination on the basis of drug abuse;
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;
g) Sections 523 and 527 of the Public Health Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 ee-3),
as amended,relating to confidentiality of alcohol and drug abuse patient records;
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.
ARTICLE 42: DRUG FREE WORKPLACE
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
in the unlawful manufacture,distribution,dispensation,possession,or use of a controlled substance.H-GAC may
request a copy of this policy.
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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.
ARTICLE 44: WARRANTY AND COPYRIGHT
Submissions must include all warranty information,including items covered,items excluded,duration, and
renewability. Submissions must include proof of licensing if using third party code for programming.
ARTICLE 45: DATA HANDLING AND SECURITY
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.
ARTICLE 46: DISPUTES
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-
GAC or his designee,who shall reduce his decision to writing and provide notice thereof to the Contractor.The
decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days
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
decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute
hereunder,the Contractor shall proceed diligently with the performance of the Agreement and in accordance with
H-GAC's final decision.
ARTICLE 47: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas.Venue and jurisdiction of any suit or cause
of action arising under or in connection with the Agreement shall lie exclusively in Harris County,Texas.
Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the
state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 48: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement,the following order of priority shall be utilized: 1)
General Provisions,2) Special Provisions, 3) Scope of Work,and,4)Other Attachments.
ARTICLE 49: WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments,as provided herein,constitute the complete
Agreement("Agreement")between the parties hereto,and supersede any and all oral and written agreements
between the parties relating to matters herein. Except as otherwise provided herein,this Agreement cannot be
modified without written consent of the parties.
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SIGNATURES:
H-GAC and the Contractor have read,agreed, and executed the whole Agreement as of the date first written
above,as accepted by:
Robert Half International,Inc. H-GAC
DocuSigned by: Docc�Signed by:
Signature "6M?. 01—j`` &We, Signatur `�' —
77F9EDBD4C1045E... 82EC270D5D61423...
Name Greg Freeman Name Chuck Wemple
Title vice President Title Executive Director
Date 6/22/2021 Date 6/24/2021
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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- 6943
SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the
Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into
the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal.
ARTICLE 2: END USER AGREEMENTS ("EUA")
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement("EUA)with the
Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC
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
that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its
Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall
in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this
Agreement,termination of this Agreement will disallow the Contractor from entering into any new EUA with
END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs,
surviving termination of this Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement,
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
products/services offered to H-GAC on a basis that provides prices,warranties, benefits, and or terms more
favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10)business days
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,
warranties,benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.
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,
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
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 prices,warranties,
benefits, or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,
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.
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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.
Contractor agrees either to refund the purchase price or to repair or replace product(s)that are not as warranted.
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
this Agreement.
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.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC
will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an
END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge,
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)
business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's
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
execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including,but
not limited to,Agreement termination if Contractor fails to promptly remit the appropriate order processing
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
received by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
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.
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
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
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.
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
the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be
carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a
Garage Keepers policy. In any event,this coverage must be specifically and clearly listed on insurance
certificate(s) submitted to H-GAC.
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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
insured and showing coverage and limits for the insurances listed above.
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
document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS
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
cover any order if so requested by the END USER. Contractor shall quote a price to END USER for
provision of any requested PPB, and agrees to furnish the PPB within ten business (10)days of receipt of END
USER's purchase order.
ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the
exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most
current H-GAC schedule. For motor vehicle orders,the Processing Charge is paid by the Customer.
ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control,
dealership/franchisee status,Motor Vehicle license status, or name. Contractor shall offer written guidance to
advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to
determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and
including cancellation of Agreement.
ARTICLE 11: REOUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered
must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and
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
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
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
accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time
of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout
the entire quantity of a Product as may be purchased simultaneously by any Customer.
e. Be designed and constructed using current industry accepted engineering and safety practices, and
materials.
f. Be available for inspection at any time prior to or after procurement.
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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
Vehicle Board documentation to H-GAC upon request.
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
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.
ARTICLE 14: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous
three (3)month period. Reports must include,but are not limited, to the following information:
a. Customer Name
b. Product/Service purchased, including Product Code if applicable
c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
f. HGACBuy Order Processing Charge amount
ARTICLE 15: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor's employees who will have
direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost
of obtaining any background information requested by the Customer.
ARTICLE 16: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL
CERTIFICATION
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,
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
include an action made for ordinary business purposes; and
2. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership,
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.
ARTICLE 17: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION
As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a
company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization —
specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas
Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively
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.)
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ARTICLE 18: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN
TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13,2020
and as amended October 26,2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered
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,
physical security surveillance of critical infrastructure, and other national security purposes,video surveillance
and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision
Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities);
3)telecommunications or video surveillance services provided by such entities or using such equipment; or 4)
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
Bureau of Investigation,reasonably believes to be an entity owned or controlled by, or otherwise connected to,
the government of a covered foreign country.
Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26
requires that Contractors review SAM prior to completing their required representations. This rule applies to all
acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of
commercial items, including commercially available off the-shelf items.
ARTICLE 19: BUY AMERICA ACT (National School Lunch Program and Breakfast Program)
With respect to products purchased by Customers for use in the National School Lunch Program and/or
National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations
with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d),to
the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such
programs.
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
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.
ARTICLE 20:BUY AMERICA REQUIREMENT(Applies only to Federally Funded Hi2hway and Transit
Pro'ects
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
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
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
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.
ARTICLE 21: DOMESTIC PREFERENCE
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DocuSign Envelope ID: 11 D932BD-E01 E-4AEF-A04C-09875ABADA2A
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
in all subawards including all contracts and purchase orders for work or products under the federal grant award.
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 REOUIREMENTS
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
Agreement and will not be discriminated against on the grounds of race, color, or national origin in
consideration for an award.
ARTICLE 23: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the
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
Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp.,pg.339), as amended by
Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41CFR Part 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor."
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor
agrees that such provision applies to any contract that meets the definition of"federally assisted construction
contract" in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.
ARTICLE 24: CLEAN AIR AND WATER POLLUTION CONTROL ACT
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.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must
be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency
(EPA).
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.
ARTICLE 25: PREVAILING WAGE
Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the
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.
ARTICLE 26: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708),where applicable, all
Customer Purchase Orders in excess of,000 that involve the employment of mechanics or laborers must include
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
Page 6 of 8
DocuSign Envelope ID: 11 D932BD-E01 E-4AEF-A04C-09875ABADA2A
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
work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These
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
For purchases using federal funds in excess of,000, a Customer may be required to negotiate profit as a
separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate
with the Customer regarding profit as a separate element of the price for the purchase. Contractor also agrees
that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing,
including any applicable discount, under any awarded contract.
ARTICLE 28: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment(31U.S.C. 1352) —Contractors that apply or bid for an award exceeding ,000
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
an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee
of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered
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
comply with,the Byrd Anti-Lobbying Amendment(31 USC 13 52).Contractor certifies that it is currently in
compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment(31 U.S.C. 1352) and will
continue to be in compliance throughout the term of the Contract and further certifies that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor,to any
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
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.
This certification is a material representation of fact upon which reliance was placed when this transaction was
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
subject to a civil penalty of not less than ,000 and not more than ,000 for each such failure.
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DocuSign Envelope ID: 11 D932BD-E01 E-4AEF-A04C-09875ABADA2A
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
pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as
amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR
Part 15.
ARTICLE 30: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT
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
Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871).
Page 8 of 8
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DocuSign Envelope ID:l lD932BD-E01E-4AEF-A04C-09875ABADA2A
Attachment A
Robert Half International,Inc.
Temporary Staffmg,Direct-Hire and Other Employer Services
Contract No.TS06-21
FORM D1-PRICING PAGE#1
Cost of services,Mark-up (MU)percentage pricing:
When using the DOL website guidelines,as the Base pricing rate for TemporarV Hire:
1.) What is the percentage of Mark-Up added to the Base rate for an
65%
Administrative position?
2.) What is the percentage of Mark-Up added to the Base rate for an
NA
Light Industrial position?
3.) What is the percentage of Mark-Up added to the Base rate for an
NA
Heavy Industrial position?
4.) What is the percentage of Mark-Up added to the Base rate for an IT
70%
position?
5.) What is the minumum conversion time in(hours)for a temporary Varies from 641-
employee to be hired without incurring a conversion or buyout fee? 1561 depending on
position
6.) Are there any liquidation fees if the above conversion hours are not
yes/no > > Yes
met?
7.) If there are liquidation fees or charges for the above transaction,what
fee:> > > See below chart
hours:> > > See below chart
percentage> > See below chart
OfficeTeam Only
Length of Assignment Fee
0-160 hours 25%of annual starting salary
161-320 hours 20%of annual starting salary
Explain here: 321-480 hours 15%of annual starting salary
481-640 hours 10%of annual starting salary
641+hours No Fee
Robert Half Technology,Accountemps,The Creative Group, Robert Half
8.) Direct-Hire annual salary percentage of Mark-up. 25%
**The annual salary must be equal to or less than
hourly rate provided in the job descriptions listed on
Form D-Page#2,using the multiplier of 2080
hours.
9.) Direct-Hire guarantee period in hours. 520
DocuSign Envelope ID:11D932BD-E01E-4AEF-A04C-09875ABADA2A
10.) Payrolling percentage of Mark-Up. NA
DocuSign Envelope ID:11D932BD-E01E-4AEF-A04C-09875ABADA2A
Attachment A
Robert Half International,Inc.
Temporary Staffing,Direct-Hire and Other Employer Services
Contract No.TS06-21
FORM D2-PRICING PAGE#2.1
Code Occupation Description Pricing Range Mark-Up% Total Total
Please Use a
Whole Number
Low High as the%(MU). Low High
Example 25%=
1.25
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
A03 Financial Analyst I $21.00 $32.50 1.70 $35.70 $55.25
A04 Financial Analyst II $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
A08 Financial/Business Analyst $22.00 $49.50 1.86 $40.92 $92.07
A09 Controller $35.20 $60.00 1.86 $65.47 $111.60
A10 jAuditor I $19.80 $30.80 1.70 $33.661 $52.36
All jAuditor II 1 $29.00 $48.001 1.70 $49.301 $81.60
Administrative Support and Clerical:
B01 Accounting Clerk I $12.00 $18.00 1.70 $20.40 $30.60
B02 Accounting Clerk II $18.00 $21.00 1.70 $30.60 $35.70
B03 Accounting Clerk III $21.00 $24.00 1.70 $35.70 $40.80
B04 Administrative Assistant $13.00 $19.00 1.65 $21.45 $31.35
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
B08 Customer Service Representative I $15.00 $18.00 1.65 $24.75 $29.70
B09 Customer Service Representative II $18.00 $22.00 1.65 $29.70 $36.30
B10 Customer Service Representative III $22.00 $27.00 1.65 $36.30 $44.55
B 11 Data Entry Operator I $12.00 $16.001 1.65 $19.80 $26.40
B12 Data Entry Operator II $16.00 $20.00 1.65 $26.40 $33.00
B 13 Document Preparation Clerk $12.00 $18.00 1.65 $19.80 $29.70
B 14 Executive Assistant $19.00 $29.00 1.65 $31.35 $47.85
B 15 General Clerk I $12.00 $15.00 1.65 $19.80 $24.75
B16 General Clerk II $15.00 $20.00 1.65 $24.75 $33.00
B17 General Clerk III $20.00 $24.00 1.65 $33.00 $39.60
B 18 Legal Secretary I $18.00 $24.00 1.70 $30.60 $40.80
B19 Legal Secretary II $24.00 $31.00 1.70 $40.80 $52.70
B20 Mail Room Clerk $12.00 $15.00 1.65 $19.80 $24.75
B22 Personnel Assistant(Employment)I $12.00 $15.00 1.65 $19.80 $24.75
B23 Personnel Assistant(Employment)II $15.00 $18.00 1.65 $24.75 $29.70
B24 Personnel Assistant(Employment)III $18.00 $22.00 1.65 $29.70 $36.30
B25 Production Control Clerk $15.00 $25.00 1.65 $24.75 $41.25
B26 Secretary I $12.00 $15.00 1.65 $19.80 $24.75
B27 Secretary II $15.00 $18.00 1.65 $24.75 $29.70
B28 Secretary III $18.00 $25.00 1.65 $29.70 $41.25
B30 Receptionist/Switchboard Operator $12.00 $18.00 1.65 $19.80 $29.70
B31 Records Management Clerk $15.00 $25.00 1.65 $24.75 $41.25
B35 Word Processor I $12.00 $15.00 1.65 $19.80 $24.75
B36 Word Processor II $15.00 $18.00 1.65 $24.75 $29.70
B37 Word Processor III $18.00 $22.00 1.65 1 $29.701 $36.30
DocuSign Envelope ID:11D932BD-E01E-4AEF-A04C-09875ABADA2A
General Services and Materials Handling Support:
D13 Shipping/Receiving Clerk 1 $12.001 S18.001 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
E12 Eligibility Referral Coordinator $13.00 $22.00 1.65 $21.45 $36.30
E14 Insurance Coordinator $15.00 $24.50 1.65 $24.75 $40.43
E20 IMedical Record Clerk 1 $13.001 $19.001 1.65 1 $21.451 $31.35
Information Technology:
FO1 Application Developer $40.00 $75.00 1.70 $68.00 $127.50
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
F05 Computer Operator II $25.00 $34.00 1.70 $42.50 $57.80
F06 Computer Operator III $32.00 $39.00 1.70 $54.40 $66.30
F07 Computer Operator IV $40.00 $49.00 1.70 $68.00 $83.30
F08 Computer Operator V $48.00 $60.00 1.70 $81.60 $102.00
F09 Computer Programmer I $33.00 $49.50 1.70 $56.10 $84.15
F10 Computer Programmer II $50.00 $60.50 1.70 $85.00 $102.85
F11 Computer Programmer III $61.00 $77.00 1.70 $103.70 $130.90
F12 Computer Programmer IV $78.00 $93.50 1.70 $132.60 $158.95
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
F15 Computer Systems Analyst III $50.00 $77.00 1.70 $85.00 $130.90
F16 Customer Support Administrator $17.00 $35.00 1.70 $28.90 $59.50
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
F20 Desktop Support Manager $35.00 $55.00 1.70 $59.50 $93.50
F21 Desktop Support Specialist $18.00 $26.00 1.70 $30.60 $44.20
F22 Developer $35.00 $70.00 1.70 $59.50 $119.00
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
F27 Help Desk Specialist $15.00 $20.00 1.70 $25.50 $34.00
F28 Help Desk Technician $15.00 $25.00 1.70 $25.50 $42.50
F29 Information Systems Project Manager $35.00 $60.00 1.70 $59.50 $102.00
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
F32 Information Technology Manager $33.00 $68.00 1.70 $56.10 $115.60
F33 IT Support Manager $33.00 $50.00 1.70 $56.10 $85.00
F34 IT Support Specialist $18.00 $30.00 1.70 $30.60 $51.00
F35 IT Systems Administrator $35.00 $50.00 1.70 $59.50 $85.00
F36 Java Developer $40.00 $75.00 1.70 $68.00 $127.50
F37 Management Information Systems Director $40.00 $80.00 1.70 $68.00 $136.00
F38 Network/Communications Support Clerk $22.00 $38.50 1.70 $37.40 $65.45
F39 Network Systems Administrator $35.00 $50.00 1.70 $59.50 $85.00
F40 Peripheral Equipment Operator $18.00 $30.00 1.70 $30.60 $51.00
F41 Senior Database Administrator $30.00 $65.00 1.70 $51.00 $110.50
F42 Senior Network System Administrator $45.00 $90.00 1.70 $76.50 $153.00
F43 Senior Programmer $40.00 $75.00 1.70 $68.00 $127.50
F44 Senior Programmer Analyst $25.00 $40.00 1.70 $42.50 $68.00
F45 ISenior Security Specialist $40.00 $90.00 1.70 $68.00 $153.00
DocuSign Envelope ID:11D932BD-E01E-4AEF-A04C-09875ABADA2A
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
F51 Software Developer $45.00 $75.00 1.70 $76.50 $127.50
F52 Software Quality Assurance Analyst $35.00 $55.00 1.70 $59.50 $93.50
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
F56 Systems Designer $30.00 $55.00 1.70 $51.00 $93.50
F57 System Support Specialist $18.00 $28.00 1.70 $30.60 $47.60
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
F60 Technical Specialist $20.00 $32.00 1.70 $34.00 $54.40
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
F63 Web Developer $35.00 $55.00 1.70 $59.50 $93.50
F64 Web Master $35.00 $55.00 1.70 $59.50 $93.50
Procurement:
G04 jPurchasing Manager 1 $33.001 $77.001 1.86 1 $61.381 $143.22
Professional:
11O1 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
H08 Compliance Manager $32.00 $44.00 1.70 $54.40 $74.80
H09 Contract Administrator $18.00 $27.00 1.70 $30.60 $45.90
H10 Contract Manager $30.00 $40.00 1.70 $51.00 $68.00
H11 Executive Consultant $45.00 $80.00 1.86 $83.70 $148.80
H14 Grant Administrator $22.00 $35.00 1.70 $37.40 $59.50
H16 Human Resources Coordinatior $18.00 $27.00 1.70 $30.60 $45.90
H17 Human Resources Manager $27.50 $49.50 1.86 $51.15 $92.07
H18 Human Resources Specialist $22.00 $38.00 1.70 $37.40 $64.60
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
H29 Paralegal/Legal Assistant II $20.00 $24.00 1.70 $34.00 $40.80
H30 Paralegal/Legal Assistant 111 $28.00 $34.00 1.70 $47.60 $57.80
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
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
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
H43 Website Designer $30.00 $38.001 1.77 $53.101 $67.26
Miscellaneous:
J02 I Desk Clerk 1 $12.001 $16.001 1.65 1 $19.801 $26.40
DocuSign Envelope ID: EC68E88E-40F0-4611-A986-8014069E454D
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
Robert Half International Inc.
2
Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
none
Name of Officer
4J Describe each employment or other business relationship with the local government officer, or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
® Yes ® No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
® Yes ® No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
6
Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7 ""Doc��usigned by:
I
F
ttlllUt,lA. VUMStIA,I�t t/�t,V 8/26/2021
Signature of ven o ess with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
DocuSign Envelope ID: EC68E88E-40F0-4611-A986-8014069E454D
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§ 176.006(a)and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection (a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
Exhibit D
GENERAL CONDITIONS OF ASSIGNMENT
Thank you for your confidence in Accountemps. The following General Conditions of Assignment and the enclosed Terms of Payment apply to this
assignment.
Scope of Our professional is only authorized to perform work within the scope of the assignment. It is your responsibility to provide
Assignment appropriate direction,guidance or oversight to our professional for satisfactory performance on your assignment.Unless
otherwise agreed to in writing by Accountemps,you will not permit our professional to use computers or other electronic
devices,software,services,tools,e-mail accounts or network equipment owned or licensed by our professional.
Since Accountemps is not a professional accounting firm,it is expressly understood that our professionals are not authorized
to render an opinion on behalf of Accountemps or on your behalf on financial statements,nor are our professionals authorized
to sign the name of Accountemps on any document or to sign their own names on financial statements or tax returns.
Client's It is understood that you are responsible for implementing and maintaining usual,customary and appropriate internal
Responsibility accounting procedures and controls,internal controls and other appropriate procedures and controls(including
information technology,proprietary information,creative designs and trade secret safeguards)for your company and
we shall not be responsible for any losses,liabilities or claims arising from the lack of such controls or procedures.
Please notify us immediately if you require Accountemps to perform background checks or other placement screenings
of our professional.We will conduct such checks or screenings for you only if they are described in a signed,written
amendment to these General Conditions of Assignment.
Cash Handling and Other Financial Transactions and Activities:If you permit or allow our professional to sign,endorse,wire,
transport or otherwise convey cash,securities,checks,or any negotiable instruments or valuables,or conduct financial
transactions or other related activities,you accept sole responsibility for all claims,demands and liability that may arise from
permitting these activities.You represent and warrant that to the extent you permit or allow our professional to engage in the
activities described in this paragraph,you will not permit or allow our professional to handle more than(i)$1,000 per day if
you are a non-profit entity,or(ii)$25,000 per day if you are a for-profit entity.
Workplace Safety:It is understood that you have full responsibility for:(i)providing safe working conditions,as required by
law,including compliance with all public health and occupational safety regulations and guidelines applicable to your
business,and(ii)ensuring that safety plans exist for and safety related training is provided to our professional working on
your premises.To ensure the safety of potentially vulnerable individuals on your premises,you agree not to permit our
professionals to have unsupervised or unmonitored contact with(1)minors(2)adults who are under your care,custody or
supervision because of mental health impairments.
Government Contracts:If this assignment is for work to be performed under a government contract or subcontract,you will
notify us immediately(1)of any obligations in the government contract or subcontract relating to wages,and(2)if we are
legally required to initiate E-Verify verification procedures for our professional.
Operation of Vehicles and Equipment: It is understood that we will not authorize our professional to operate machinery(other
than office machines)orvehicles.If you wish to permit our professional to drive for business purposes,you accept sole
responsibility for all liability,damages,injuries or other claims that may arise or be incurred as a result of driving.If you
require our professional to drive a vehicle owned by you or an employee of your company,you agree to maintain such vehicle
in good working condition and maintain all necessary and appropriate insurance for the operation of such vehicle.Under no
circumstances will you permit our professional to:make bank deposits;carry cash in excess of$100,negotiable instruments
or other valuables while driving;or have passengers in the vehicle. It is agreed that you accept full responsibility for,and that
we do not maintain insurance to cover any injury,damage,or loss that may result from your failure to comply with the
foregoing.
Claims:You hereby agree to waive all claims against Accountemps and Robert Half International Inc.and its subsidiaries,
divisions and affiliates,including their respective employees,officers and directors(individually and together,"Robert Half')
and to defend and indemnify Robert Half against any claim,demand or liability arising from your failure to comply with any
of these General Conditions of Assignment,including,but not limited to,claims arising from any damage to goods,materials
or other items.
It is understood that you are responsible for reporting any claim to us in writing during or within ninety(90)days after the
assignment.Under no circumstance will Accountemps be responsible for any claim related to the assignment,including but
not limited to work performed by our professional,unless you have reported such claim in writing to us within ninety(90)
days after termination of the assignment.
Remote Work You may request that our professional provide services to you remotely(i.e.,from a location other than your or your
customer's premises)using a laptop and/or other computer or telecommunications equipment provided by you or
Accountemps(collectively,the"Equipment").In such case,you acknowledge and agree that Accountemps shall have no
control over(i)the logical or physical performance,reliability or security of the Equipment or related devices,network
accessibility and availability,software,services,tools and e-mail accounts(collectively,"Computer Systems")used by our
professional,or(ii)the security or integrity of,nor be responsibility for backing up,the data and other information stored
therein or transmitted thereby. Moreover,you must not permit our professional i)to use Equipment while on your premises or
Exhibit D
the premises of your customer,(ii)to save or store any of your files or other data on Equipment nor on any software,services
or tools provided by us(including,but not limited to,any virtual desktop infrastructure solution).You agree that we shall not
be liable for any loss,damage,expense,harm,business interruption or inconvenience resulting from the use of such Computer
Systems.
Confidentiality Our professional will agree to execute any confidentiality agreement you may require. You are responsible for obtaining our
professional's signature.
You agree to hold in confidence the social security number and other legally protected personal information of our professional
and to implement and maintain reasonable security procedures and practices to protect such information from unauthorized
access,use,modification or disclosure.
Limitation on We make no express or implied warranty,including,but not limited to,any warranty of quality,performance,merchantability or
Liability fitness for any purpose with respect to any services performed or any goods provided,including,but not limited to,financial or
accounting services performed,or software developed,for you. Under no circumstances are we liable for any special,incidental,
exemplary,indirect damages,lost profits or consequential damages(including,but not limited to,lost business,revenue,
goodwill,or anticipated savings),even if informed of the possibility.Our liability,if any,will(in the aggregate for all claims,
causes of action or damages)be limited to any actual direct damages up to an amount equal to two times the fees actually paid by
you to us for the services that are the subject of the claim,regardless of the basis on which you are entitled to claim damages
from us(including,but not limited to,fundamental breach,negligence,misrepresentation,or other contract or tort claim).
Insurance In addition to workers'compensation insurance for our professional,we also maintain commercial liability insurance.
Exhibit D
TERMS OF PAYMENT
The following Terms of Payment apply to this assignment:
Guarantee Accountemps guarantees your satisfaction with our professional's services by extending to you a one-day(8 hours)guarantee
period. If,for any reason,you are dissatisfied with our professional,Accountemps will not charge for the first eight hours of work
by the professional,provided that Accountemps is allowed to replace the professional.Unless you contact us before the end of the
first eight hours guarantee period,you agree that our professional is satisfactory.
Time Report Our professional will submit a time report for verification and approval at the end of each week.Your approval thereby
indicates your acknowledgement of the General Conditions of Assignment and these Terms of Payment.Our compensation to
our professional is on a weekly basis,and you will be billed weekly for the total hours of work by the professional,including
time spent completing,revising,and/or resubmitting a time report during business hours,and we ask that you respect those
guidelines.Because Accountemps invoices reflect payroll we have already paid,our invoices are due upon receipt.
Applicable sales and service taxes shall be added to these invoices. In the event that you fail to pay the invoice when due,you
agree to pay all of our costs of collection,including reasonable attorneys'fees,whether or not legal action is initiated.
Additionally,we may,at our option,charge interest on any overdue amounts at a rate of the lesser of 1 1/2%per month or the
highest rate allowed by applicable law from the date the amount fast became due.
Overtime Overtime will be billed at 1.50 times the normal billing rate.Overtime applies when hours of work by the professional exceed 40
hours per week(and in California exceed more than 8 hours in a day and as other state laws may require).If state law requires
double time pay,the double time hours will be billed at 2.00 times the normal billing rate.
Hiring the After you evaluate the performance and potential of our professional,you may wish to employ this person directly.Our
Person Referred professionals represent our pool of skilled professionals and in the event you wish them converted to your employ or another
to You employer to whom you refer them,you agree to pay a conversion fee. The conversion fee is payable if you hire our professional,
regardless of the employment classification,on either a full-time,temporary(including temporary assignments through another
agency)or consulting basis within twelve months after the last day of the assignment. You also agree to pay a conversion fee if
our professional is hired by(i)a subsidiary or other related company or business as a result of your referral of our professional to
that company or(ii)one of your customers as a result of our professional providing services to that customer.
The conversion fee will equal 35%of the professional's aggregate annual compensation,including bonuses.
The conversion fee will be owed and invoiced upon your hiring of our professional,and payment is due upon receipt of this
invoice. The same calculation will be used if you convert our professional on a part-time basis using the full-time equivalent
salary.
Employment Accountemps will handle,to the extent applicable,any workers'compensation insurance,federal,state and local withholding
Taxes and taxes and unemployment taxes,as well as social security,state disability insurance or other payroll charges.
Withholdings
General Accountemps may charge you a technology fee for the provision of equipment or technology,if you request that our professional
Conditions use equipment or technology provided by us.Accountemps may also increase our rates provided under the Terms of Payment to
reflect increases in our own costs of doing business,including costs associated with higher wages for workers and/or related tax,
benefit and other costs.We will provide written or verbal notice of the technology fees and/or increase in our rates.Any
increase in our rates will be prospective,starting as of the effective date Accountemps specifies.
A copy of the General Conditions of Assignment has been provided to you. We reserve the right to replace our professional.
Job Order. Job Order# Date:
DocuSign Envelope ID:96FAF381-80B0-449E-9DEB-627460D6FC96
H-GACBUY COOPERATIVE PURCHASING
ROBERT HALF INTERNATIONAL,INC.
AMENDMENT ONE-PARENT ID #6943
L PURPOSE
This document serves as amendment one(1)to contract#6943 between H-GAC and Robert Half International,Inc.This
amendment clarifies the following language in the General and Special Provisions:
(a)Article 4-Independent Contractor of the General Provisions is amended to replace the second to the last sentence of
the Article with the following language:
Employees of CONTRACTOR are subject to the exclusive control over the employment relationship and human resource supervision by CONTRACTOR.
(b)Article 3-Most Favored Customer Clause of the Special Provisions is amended to read as follows:
If CONTRACTOR,at any time during this Contract,routinely enters into agreements with other governmental customers within the State of Texas, and
offers the same or substantially the same products/services offered to H-GAC on a basis that routinely provides pricing more favorable than those
provided to H-GAC hereunder,CONTRACTOR shall notify H-GAC within ten(10)business days.This Contract between H-GAC and CONTRACTOR
shall be automatically amended,effective the date of notification.
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
rates."
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,
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 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
prices,warranties,benefits,or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder,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.
(c)Attachment A,Form D1,section 7 is revised to read as follows:
OfficeTeam Only
Length of Assignment Fee
0-160 hours 25%of annual starting salary
161-320 hours 20%of annual starting salary
321-480 hours 15%of annual starting salary
481-640 hours 10%of annual starting salary
641+hours No Fee
Robert Half Technology,Accountemps,The Creative Group,Robert Half Legal
Length of Assignment Fee
0-240 hours 25%of annual starting salary
241-480 hours 20%of annual starting salary
481-720 hours 15%of annual starting salary
721-960 hours 10%of annual starting salary
961+hours No Fee
Robert Half Management Resources(Non-SPS)
Length of Assignment Fee
0-1,560 hours Case-by-case
1,561+hours No Fee
DocuSign Envelope ID:96FAF381-80B0-449E-9DEB-627460D6FC96
All other General and Special Provision language agreed upon in contract#6943 remain,and no other changes to the contract documents other than
those detailed above are made through execution of this amendment.These changes to the contract provisions are only applicable to this contract
effort#6943.
IL REVIEW AND APPROVAL
This amendment requires the review and approval of the H-GAC Executive Director
III. SIGNATURES
for the Houston-Galveston Area Council for Robert Half International,Inc.
DoccuuSig'nned by: /DocuSigned,pby:
-^1
Charles Wemple, Executive Director Vathieu Ulmschneider-VP Strategic Accounts
Date:
8/23/2021 Date: 8/17/2021
1