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2022-08-08_item_4.6_approve_amendment_no._1_with_robert_half_international_to_provide_professional_services

Lathrop City Council
August 8, 2022

Document
2022-08-08_item_4.6_approve_amendment_no._1_with_robert_half_international_to_provide_professional_services
Meeting
August 8, 2022
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Lathrop City Council
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5
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Text extracted from the city's file for reading and search. Open the original on www.ci.lathrop.ca.us. That file is the official record.

ITEM 4. 6

CITY MANAGER' S REPORT
AUGUST 8, 2022 CITY COUNCIL REGULAR MEETING
ITEM: APPROVE AMENDMENT NO. 1 WITH ROBERT
HALF INTERNATIONAL, INC. TO PROVIDE

PROFESSIONAL SERVICES
RECOMMENDATION: Adopt Resolution Approving Amendment No. 1 with Robert Half International, Inc. to Provide
Professional Services Associated with EnerGov
Implementation
SUMMARY:

City staff utilizes development services software to perform a variety of day- to- day functions across many departments. Currently the City is implementing a new software system called EnerGov to streamline permit processing, plan review, workflow tracking, field inspections and payment processing.

In April 2022, the City entered into a Professional Services Agreement ( PSA) with Robert Half International, Inc. ( Robert Half) to assist with EnerGov software configuration in the amount of $ 47, 000. City staff has been pleased with the services provided by Robert Half and requested a proposal for additional support services needed to complete the implementation of EnerGov.

Tonight, staff is requesting City Council approval of Amendment No. 1 with Robert Half to provide professional services related to complete the implementation of EnerGov software in the amount of $ 93, 600. Sufficient funds have been allocated in the adopted Fiscal Year ( FY) 2022/ 23 Budget.

BACKGROUND:

With the amount of development activity over the past few years, the City needed a system that will provide developers and citizens with a reasonable turnaround time for inspection and a plan review processes with electronic submissions and responses.

The ability to submit plans and schedule inspections electronically will eliminate daily manual entry, which includes the creation, scheduling, tracking, and resulting of inspections. Furthermore, integrating the City' s current processes and GIS system in a single software solution will create higher productivity and more efficient handling of data.

City Council approved the purchase of a new software system called EnerGov to streamline permit processing, plan review, workflow tracking, field inspections and payment processing. City staff began implementing the new software system and in April 2022 entered into a PSA with Robert Half to assist with EnerGov software configuration in the amount of $ 47, 000. City staff has been pleased with the services provided by Robert Half and requested a proposal for support services needed to complete the implementation of EnerGov.

CITY MANAGER' S REPORT PAGE 2
AUGUST 8, 2022 CITY COUNCIL REGULAR MEETING
AMENDMENT NO. 1 WITH ROBERT HALF INTERNATIONAL, INC. TO PROVIDE

PROFESSIONAL SERVICES
REASON FOR RECOMMENDATION:

Amendment No. 1 will allow for a quicker implementation of the EnerGov software, which will result in City staff providing improved services to developers and residents.

FISCAL IMPACT:

The cost of Amendment No. 1 is not to exceed $ 93, 600 paid on a time and material basis. The adopted FY 2022/ 23 Budget allocated sufficient funds within the Building Department Fund 2015- 50- 30- 420- 0100.

ATTACH M ENTS:

A. Resolution Approving Amendment No. 1 with Robert Half International, Inc. to Provide Professional Services Associated with EnerGov Implementation B. Amendment No. 1 with Robert Half International, Inc. to Provide Professional Services Associated with EnerGov Implementation
CITY MANAGER' S REPORT PAGE 3
AUGUST 8, 2022 CITY COUNCIL REGULAR MEETING
AMENDMENT NO. 1 WITH ROBERT HALF INTERNATIONAL, INC. TO PROVIDE

PROFESSIONAL SERVICES
APPROVALS:
y o
Cari Jame Date
Finance Di e tor
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8- 1 - 2 oZ2
Michael King Date
Assistant City Manager
z.. zZ
Salvador Navarrete Date
City Attorney
L•ZZ
St Salvatore Date
City Manager
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP APPROVING AMENDMENT NO. 1 WITH ROBERT HALF INTERNATIONAL, INC.

TO PROVIDE PROFESSIONAL SERVICES ASSOCIATED WITH ENERGOV

IMPLEMENTATION
WHEREAS, City staff utilizes development services software to perform a variety of day- to- day functions across many departments and currently the City is implementing a new software system called EnerGov to streamline permit processing, plan review, workflow tracking, field inspections and payment processing; and WHEREAS, In April 2022, the City entered into a Professional Services Agreement ( PSA) with Robert Half International, Inc. ( Robert Half) to assist with EnerGov software configuration in the amount of $ 47, 000; and WHEREAS, City staff has been pleased with the services provided by Robert Half and requested a proposal for additional support services needed to complete the implementation of EnerGov; and
WHEREAS, the cost of Amendment No. 1 is not to exceed $ 93, 600, paid on a time and material basis, and sufficient funds have been allocated in adopted Fiscal Year 2022/ 23 Budget; and
WHEREAS, Amendment No. 1 will allow for a quicker implementation of the EnerGov software, which will result in City staff providing improved services to developers and residents.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Lathrop hereby approves Amendment No. 1 with Robert Half International, Inc. to Provide Professional Services Associated with EnerGov Implementation.

The foregoing resolution was passed and adopted this 8th day of August 2022, by the following vote of the City Council, to wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Sonny Dhaliwal, Mayor
ATTEST: APPROVED AS TO FORM:

Teresa Vargas, City Clerk Sa va or avarrete, City Attorney

ATTACHMENT B
AMENDMENT NO. 1

TO THE AGREEMENT BETWEEN THE CITY OF LATHROP AND
ROBERT HALF INTERNATIONAL, INC. DATED APRIL 21, 2022

TO PROVIDE ADDITIONAL STAFFING AUGMENTATION SERVICES IN THE

BUILDING DEPARTMENT FOR ENERGOV IMPLEMENTATION
THIS AMENDMENT ( hereinafter " AMENDMENT NO. 1") to the agreement between MacKay & Somps Civil Engineers, inc. and the City of Lathrop dated April 21, 2022, ( hereinafter AGREEMENT") dated for convenience this 8t'' day of August 2022, is by and between Robert Half International, Inc. (" CONSULTANT") and the City of Lathrop, a California municipal corporation (" CITY");
RECITALS:

WHEREAS, CONSULTANT is specially trained, experienced, and competent to perform Staffing Augmentation Services in the Building Department for EnerGov Implementation, which are required by this agreement; and
WHEREAS, CITY selected the CONSULTANT pursuant to said qualifications; and WHEREAS, on April 21, 2022, CONSULTANT and CITY entered into an AGREEMENT to provide Staffing Augmentation Services in the Building Department for EnerGov Implementation, in the amount not to exceed $ 47, 000; and WHEREAS, CONSULTANT has provided CITY with a scope of work attached hereto as Exhibit " A" for Amendment No. 1 to provide Additional Staffing Augmentation Services in the Building Department for EnerGov Implementation; and
WHEREAS, CONSULTANT is willing to render such Staffing Augmentation Services in the Building Department for EnerGov Implementation, as hereinafter defined, on the following terms and conditions.

NOW, THEREFORE, CONSULTANT and the CITY agree as follows:

AMENDMENT NO. 1 TO AGREEMENT
1) Scope of Service. Section ( 1) of the AGREEMENT is hereby amended to add the following:

CONSULTANT agrees to perform Staffing Augmentation Services in the Building Department for EnerGov Implementation in accordance with the scope of work and fee proposal provided by CONSULTANT, attached hereto as Exhibit " A" in addition to the scope of work in the original AGREEMENT dated April 21, 2022. CONSULTANT agrees to diligently perform these services in accordance with the upmost standards of its profession and to CITY' S satisfaction.
2) Compensation. Section ( 2) of the AGREEMENT for Consulting Services is hereby amended as follows:

Page 1 of 3 ends

CITY OF LATHROP— ROBERT HALF INTERNATIONAL, INC.

STAFFING AUGMENTATION SERVICES IN THE BUILDING DEPARTMENT FOR ENERGOV

IMPLEMENTATION
City hereby agrees to pay CONSULTANT an additional cost of 93 600 for the services set forth in Exhibit " A" of this AMENDMENT NO. 1, with a total sum not to exceed of 140, 600 ($ 47, 000 for the original AGREEMENT and $ 93, 600 for AMENDMENT NO. 1).

CONSULTANT shall be paid within thirty ( 30) days of receipt of billings containing all information contained in Paragraph 5 of the original AGREEMENT. Compensation for any task must be equal to or less than the percentage of task complete. In no event shall CONSULTANT be entitled to compensation for work not included in the original scope of work and this AMENDMENT unless a written change order or authorization describing the extra work and payment terms has been executed by CITY' S Authorized Representative prior to the commencement of the work.
3) Effective Date and Term
The effective date of AMENDMENT NO. 1 is August 8, 2022, and it shall terminate no later than June 30, 2023. AMENDMENT NO. 1 hereby extends the term of the original AGREEMENT to June 30, 2023. All other terms of the original AGREEMENT shall remain in full force and effect.
4) Applicabilitv to Oriqinal Consultant AGREEMENT
All terms and conditions set forth in the AGREEMENT dated April 21, 2022 are still in effect and are incorporated by reference herein and said AGREEMENT is incorporated by reference herein.
5) Siqnatures
The individuals executing this AMENDMENT NO. 1 represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this AMENDMENT NO. 1 on behalf of the respective legal entities of the CONSULTANT and the CITY. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Page 2 of 3 ends

CITY OF LATHROP- ROBERT HALF INTERNATIONAL, INC.

STAFFING AUGMENTATION SERVICES IN THE BUILDING DEPARTMENT FOR ENERGOV

IMPLEMENTATION
Approved as to Form: City of Lathrop
City Attorney
g- r- Z Z_ Z
Salvador Navarrete Date
Recommended for Approval: City of Lathrop
Assistant City Manager
Michael King Date
Approved by: City of Lathrop
390 Towne Centre Drive
Lathrop, CA 95330
Stephen J. Salvatore Date
City Manager
Consultant: Robert Half International, Inc.
10100 Trinity Parkway, Suite 330
Stockton, CA 95219
Phone: ( 925) 225- 0690
Federal ID # 94- 1648752
Lathrop Business License # 20402
Signature Date
Print Name and Title
Page3of3

EXHIBIT A

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
This First Amendment to the Ciry ofLathrop Professional Services Agreement is entered into by and between Robert Half International Inc. (" Consultant," or " RH") and the City of Lathrop (" City" or " ClienY') ( the AmendmenY'). This Amendment is effective as of the last date listed below( the" Amendment Date").

RECITALS
WHEREAS, the parties entered into that certain City ofLathrop Professional Services Agreement with Robert HalfInternational Inc. regarding the services of the Assigned Individual Ricardo Mendoza- Ramos, dated April 21, 2022( the" AgreemenY'); WHEREAS, the parties now desire to amend the Agreement; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereby agree as follows:

1. Exhibit A is hereby deleted in its entirety and replaced with the attached Exhibit A.

This Amendment is effective as of the Amendment Date, and no changes or modifications hereto shall be effective unless the same shall be in writing and signed by the parties. In the event of any inconsistency between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment will supersede and control. in all other respects, the terms of the Agreement are ratified and confirmed.

The parties to this Amendment each indicate their acceptance of the terms herein by the signature of a duly authorized and empowered signatory.

Robert Half International Inc. EOE City of Lathrop
By: By:

Print: Print:

Title: Title:

Date: Date:

EXHIBIT A

ROBERT HALF STATEMENTOFWORK
This Robert Half Statement of Work RH(" SOW"), effective as of uly 28, 2022 is entered into by and between City of Lathrop (" ClienY') and Robert Half International Inc., through its technology practice group(" RH"). t. Scope of Engagement. RH will assign one or more individual( s) to Clientto assist Client with its completion of the following:

Responsible for performing the full scope of routine and complex assigned duties to bring the EnerGov platform to a Go Live s tatus.

Receives task guidance from the Chief Building Ofi'icial and the ISD Management Analyst. The scope of tasks assigned will be speciHc to EnerGov Applications forthe Permitting& Inspections modules, including butnot limited to:

1. Core Configuration: CSS, EnerGov Permitting, EnerGov Inspections, associated 5ystem/ Global settings a. Custom Field/ Online Custom Fields - creation and updates b. Fee/ Fee Template/ Fee Automation- creation and updates c. Reviews/ Submittals/ Items/ Files/ Conditions — creation and updates d. Workflow/ Actions/ Steps/ Tasks, etc.— creationand updates e. Holds- creation and updates

2. Report Configuration:
a. EnerGov SSRS reporting Crystal Reports maintenance and creation, SQL queries

3. Automation:
a. Intelligent Objects, Intelligent Actions, GeoRules, stored procedures, and views creation, modiHcation, and optimization, specific to EnerGov applications

4. Testing:

5. Training:
a Work with department administrator to create training materials. b. Assistwithpreparing for and performing Department Training.

Other tasks and duties as assigned by the ISD Management Analyst x. Professionals. RH will assign the following individual( s) ( each a" Professional") to Client forthis engagement:

Name of Professional Hourly Bill Rate Estimated Start Date Estimated End Date Ricardo Mendoza- Ramos $ 90. 0o q iz zozi 12/ 30/ 2022

3. Contact Information.

Client Representative RH Representative
Name: Michael Kin , P. E. Name: Michelle Knox
E- mail: E- Mail: michelle. knox rht. com
Phone: P:( zo9) 94- 7454 I( 209) 992- oot8 Phone: 97ZSz44$$ o Address: 390 Towne Centre Drive, Lathrop, CA 9533o Address: ioioo Trinity Parkway, Suie 33o Stockton, CA o5 9

4. Termination. Either party may terminate this SOW at any time upon thirty( 30) days' prior written notice to the other party.

5. General Conditions of Engagement. RH assigns the Professional( s) to Client pursuant to the General Conditions of Engagement attached hereto as Exhibit A and incorporated herein by reference.

Signaturepageto follow]
Robert Half Internationa) Inc., 2022. All rights reserved. Robert Half International Inc. isan Equal Opportunity Employer M/ F/ D/ V Page i of 5 v. 102
IAgreed to: Agreed to:

City of Lathrop Robert Half Internallonal, Inc.

By
Authorized signahare By
Authorized signahire
Name( type or prin[):

Date: Naine( type or print):

Date:

OO Robert Half International Inc., 2022. All rights reserved. Robert Half International Inc. isan Equal Opportunity Employer M/ F/ D/ V

Page 2 of 5 ends

Exhibit A
General Conditionsof Engagement
Required Screeninps.

IfClientrequiresRHtoperformbackgroundchecksorotherplacementscreeningsofthe Professionals, ClientagreestonotifyRH prior to the start of Services under this SOW. RH wi l conductsuch checks or screenings only ifthey are described in a signed, written amendment to this SOW. If Client requests a copy af the results of any checks conducted on RH' s Professionals, Client agrees to keep such results strictly confidential and to use such results in accordance with applicable laws and solely for employmentpurposes.

Sco e of Assi nment.

Client shall supervise the Professionals. Clientwill not permitor require a Professional( i) to performservices outside ofthe scope of his or her assignment;( ii) to sign contracts or statements;( iii) to make any final decisions regarding system design, software development or the acquisition of hardware or software;( iv) to make any management decisions; or( v) to use computers or other electronicdevices, software, services, tools, e-mail accounts or network equipmentowned or licensed by the Professional.

Cash H andling and Other Financial Transactions and Activities., If Client permits or allows a Professional to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, or conduct financial transactions or otherrelatedactivities, Cli ent accepts sole responsibility for all claims, demands and liability that may arise trom permitting these activities. Client represents and warrants that to the extent Clientpermits or allows a Professional to engage in the activities described in this paragraph, Clierrt will not permitor albw a Professional to handle more than( i)$, 000 per day if Client is a non- profit entity, or( ii)$ z5, 000 per day if Client is a for- profit entity.

Workplace Safetv.

Client agreesthat Clienthasfull responsibilityfor:( i) providingsafe workingconditionsas required by law, including compliance with all public health and occupational safety regulations and guidelines applicable to Client' s business, and( ii) ensuring that safety plans exist for, and safety related training is provided to, Professionals working on Client' s premises. To ensure the safety of potentially vulnerable individuals on Client' s premises, Client agrees not to permit Professionals to have unsupervised or unmonitored contact with() minorsor( z) adultswho are under Client' s care, custody or supervision because ofinental health impairments. If any assignment underthis SOW isfor work to be performed under a governmentcontract or subcontract, Clierit will notify RH immediately af any obligations in the govemmerrt contract or subcontract relating to wages.

O eration of Vehicles and Equiument.

RH does not authorize a Professional to operate machinery( otherthan office machines) orvehicles. lf Client wishesto permit a Professional to drive for business purposes, Client accepts sole responsibility for all liability, damages, injuries or otherclaims that may arise or be incurred as a result of such driving. If Client requires a Professional to drive a vehicle owned by Client or by a Client employee, Client agrees to maintain such vehicle in good working condition and maintain all necessary and appropriate insurance for the operation of such vehicle. Under no circumstanceswill Clientpermit a Professional to: make bankdeposits; carry cash in excess of$i oo, negotiable instruments or other valuables while driving; or have passengers in the vehicle. It is agreed that Client acceptsfull responsibility for, and that RH does not maintain insurance to cover any injury, damage, a-lossthat may result from Client' sfailure to complywiththe foregoing.

Remote Work.

Client may request that a Professional provide services remotely( i. e., from a location other than Client' s or Client' s customer' s premises) using a laptop and/ or other computer or telecommunications equipment provided by Client or RH( collectively, the Equipment"). In such case, Client acknowledges and agrees that RH shall have no control over, and Client shall be solely responsible for,( i) the logical and physical performance, reliability and security of the Equipment and related devices, network accessibility and availability, software, services, tools and e- mail accounts( collectively, " Computer Systems") used by the Professional, and( ii) the securityor integrityofthe data and otherinformationstored therein ortransmittedthereby. Moreover, Client must not permit a Professional to save or store any Client files or other data on the Computer Systems provided by RH including, but not li mited to, any virtual desktop infrastructure solution).

Claims.

OO Ro6ert Half International Inc., 2022. All rightsreserved. Robert Half International Inc. isan Equal Opportunity Employer M/ F/ D/ V

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Client herebyagreesto waive all claims against Robert Half International Inc. and itssubsidiaries, divisions and affiliates, including their respectiveemployees, officers and directors( individually and together," Robert HaIY') and to defend and indemn ify Robert Half against any claim, demand or liability arising from Client' s failure to comply withthe terms of this Agreement, including, but not limited to, claims arisingfrom any damage to goods, materials or other items. Client agrees that it is responsible for reporting any claim to RH in writing during or within ninety( 90) days after the termination ofthe applicable assignment. RH will rot be responsible for any claim related to the engagement, including, but not limited to, any Services performed during such engagement, unless Client has reported such claim in writing to RH within ninety( go) days after termination of the applicable assignment.

Confidentialitv.

Professionals will execute any confidentiality agreement that Client may require. Client is responsible for obtaining the Professional' ssignature. Client agreesto hold in confidencethe identityof any Professional and the Professional' sresume, sodal security number and other legally protected personal information, and Client agrees to implement and maintain reasonable security procedures and practices to protectsuch information from unauthorized access, use, modification or disclosure.

Limitation on Liabilitv.

Circumstancesmayarisewhere, becauseofadefaulton RH' spartorotherliability, Clientisentitledtorecoverdamagesfrom RH.

Regardless of the basis on which Client is entitled to claim damages from RH ( including fundamental breach, negligence, misrepresentation or other contract or tort claim), RH' s liability, if any, will, in the aggregatefor all claims, causes of action or damages, be limited to anyactual direct damagesupto an amount equal to the feesactually paid to RH forthe services that ae the subject of the claim. Under no circumstances is RH liable for any special, incidental, exemplary, indirect, lost profits, or consequential damages( including, but not limited to, lost business, revenue, goodwill, or anticipated savings), even if informed of the possibility. It is understood that Client is responsible for implementing and maintaining usual, customary and appropriate internal accounting procedures and controls, internal controls and other appropriate procedures and controls ( including information technology, proprietary information, creative designs and trade secret safeguards) for Client, and RH shall not be responsible for any losses, liabilities or claims arisingfrom the lackofsuch controls or procedures.

EmolovmentTaxes. Withholdings and Insurance.

Each partywill maintain workers' compensation insurance and commercial liability insurance. RHwill be responsible, to the exterrt applicable, for any workers' compensation insurance, federal, state and local withholding and unemployment taxes, social security, state disability insurance or other payroll charges for the Professionals. RH reserves the right to re-assign any Professional.

Guarantee.

RH guarantees Client' s satisfaction withthe services of each Professional by extendingto Client a five( 5) day( 4o hours) g uarantee period. If,for any reason, Client is dissatisfied with a Professional, RH will not charge forthefirst forty( go) hoursworked during the applicable guarantee period, provided that Client allows RH to replace the Professional and Client contacts RH regarding its dissatisfaction before the end af the applicable guarantee period. Unless Client contacts RH before the end of the applicable guarantee period, Client agreesthat the Professional is satisfactory. RH MAKES NO OTHER EXPRE55 OR I MPLIED WARRANTIES

REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITYOR FITNE55 FORANYPURPOSE.

Services Providedon aTime and Materials Basis.

N otwithstanding any language to the contrary in this SOW with regard to fix ed- price, deliverables or acceptance of deliverables, RH shall be compensated on an hourly basis only. RH is not providing deliverables underthis SOW.

If, for any reason, any Professional is unable to complete his or herassignmerrt, RH will endeavor to provide a suitable replacement, subject to Client' sapproval. If RH isunable toidentifya replacementacceptabletoClient, this SOWwillbe deemed to have automaticallyendedwith respect to such Professional, except thatClientshall remainliable to RH for services provided by such Professional priorto his hertermination.

Payment Terms.

Each Professional will present a time sheet or an electronictime recordto Client' s or Client' s representativefor verification ar d approval at the end of each week. RH will bill Client weekly for the total hours worked. RH' s invoices are due upon receipt, O Robert Half International Inc., 2022. All rights reserved. Robert Half International Inc. is an Equal Opportunity Employer M/ F/ D/ V

Page 4 of 5 ends

including applicable sales and service taxes all of which are payable by Client. In the eventthat Client fails to pay the i nvaces when due, Client agrees to pay all of RH' s costs of collection, including reasonable attomeys' fees, whether or not legal action is initiated. Additionally, RH may, at its option, charge interest on any overdue amounts at a rate ofthe lesser of i'/: per morth or the highest rate allowed by applicable law from the datethe amountfirst became due. RH may charge you atechnologyfee for the provision of equipment or technology, ifyou request that our professional use equipmentortechnologyprovided by us RH may also increase its rates for the services provided under this SOW to reflect increases in RH' s own costs oF doing business, includingcostsassociatedwithhigherwagesforworkersand orrelatedtax, benefitandothercosts. RHwillprovidewrittenor verbal notice ofthe technologyfeesand or increase in ratesfor the services, and suchincreasewill be prospective, startingas of the effective date RH specifies.

Overtime.

If applicable, overtime will be billed at. 5o timesthe normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. If state law requires doubletime pay, the double time hourswill be billed at Z. 00 times the normal billing rate.

Expenses.

Travel and/ or out-of-pocket expensesincurred by a Professional shall be reimbursed by Client immediatelyupon Clierrt' s receipt ofinvoice.

Hiringthe Professional.

After Client evaluatesthe performance and potential of a Professional on the job, Client may wish to employthis person directly.

In such event, Client agreesto pay a conversion fee. The conversionfee is payable if Client hires the Professional, regardless of the employment classification, on either a full- time, temporary( including temporary assignmentsthrough anotheragency) or consultingbasiswithintwelvemonthsafterthelastdayoftheProfessional' sassignment. Clientalsoagreestopayaconversion fee if a Professional is hired by ( i) a subsidiary or other related company or business as a result af Client' s referral af the Professional to that company or( ii) one af Client' s customers as a result afthe Professional providing servicesto that customer.

The conversion fee will be owed and invoiced upon Client' s hiring of the Professional, and payment is due upon receipt of the invoice. The same calculation will be used if Client converts the Professional on a part-time basis using the full-time equivalent salary.

The conversion fee will equal a percentage of the Professional' s aggregate annual compensation, including bonuses:

Hours Billed and Paid Conversion Rate
Uptoandincluding69ohours i5%
More than 690 hours 50o flat fee
Miscellaneous.

For a change to be valid, both parties must sign it. Additional or different terms in any written communication from Client( such as a purchase order) are void. Any terms ofthis 5oW which by their nature extend beyondthe termi nation of this 5 OW will remain in effect until fulfilled, including any payment obligations, and apply to each party's respective successors and assignees. This SOW is the complete agreement regarding the engagement( s) identified on the first page of this SOW, and replaces any priororal orwritten communicationsbetween RH and Clientregardingsuch engagement( s).

OO Robert Ha f International Inc., 2022. All rights reserved. Robert Half International Inc. is an Equal Opportunity Employer M/ F/ D/ V

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