DocuSign Envelope ID: 5C48263E-37AE-4B8A-B1A3-4E9C55542D61

STAFFING AGREEMENT

This Staffing Agreement (the “Agreement”) is made and entered into on (the “Effective Date”) by and
between the County of Merced, a political subdivision of the state of California, with offices at 2222 M
Street, Merced CA 95340 (hereafter referred to as “Client”) and SnapMedTech, Inc. (dba SnapNurse)
with offices at 1201 Peachtree St NE, Building 400 Suite 1800, Atlanta, GA 30361 (hereafter referred to
as “Agency”) (together the “Parties”). Client operates a health care facility and may need supplemental
staffing. Agency will provide supplemental staffing and consultation services to Client according to the
following terms:

I. AGENCY’S SERVICES

Agency shall:
A. Staff. Upon Client’s request for supplemental personnel (“Staff”) use commercially reasonable
efforts to provide Staff to Client.
B. Screening. Screen Staff and verify required credentials according to the terms of this Agreement
and policies and procedures consistent with the current published standards of The Joint
Commission. Agency shall incur all screening and testing costs necessary for credentialing.
C. File Documents. When Staff arrive at Client’s place of business, the applicable background
information on each Staff, including complete résumé and/or application, skills checklist, valid
licenses, work history, educational, professional certifications, and medical compliance
documentation will be made available to Client. A copy of the Staffs’ files will be provided to
Client prior to their first shift at Client’s place of business.
D. The Joint Commission. Work with Client to ensure compliance with The Joint Commission.
E. Non-Discrimination. Not discriminate in the recruitment and/or assignment of Staff on the basis
of race, religion, creed, color, national origin, gender, sexual orientation, genetic information,
age, disability, citizenship, military reserve/national guard member or veteran status, as these
terms are defined by law, or any other basis prohibited by applicable state or federal law.
F. Staff Employment. Assume direct responsibility for the compensation of Agency Staff referred
to Client under this Agreement, including payment of wages, income tax withholdings, Social
Security tax withholdings and other obligations imposed by federal, state and local law. Agency
will retain all professional and administrative responsibility for Agency Staff being utilized for
services rendered at Client’s place of business.
G. Insurance Requirements. Prior to the commencement of work, and as a precondition to this
Agreement, Agency shall purchase and maintain the following types of insurance for the stated
minimum limits indicated during the term of this Agreement for all claims or judgments arising
out of the activities of Agency’s Staff during their assignment with Client. Agency shall provide
a certificate of insurance (COI) and endorsements on each policy as required in this section.
Each COI shall specify if Agency has a self-insured retention (SIR), and if so, Agency shall be
required to provide the entire policy of insurance with which it has an SIR and/or deductible. All
deductibles and SIRs shall be fully disclosed in the COI and are subject to the express written
permission of the Client Risk Manager.
i. Commercial General Liability (CGL): $1,000,000 per occurrence and $2,000,000 annual
aggregate covering products and completed operations, bodily injury, personal injury and
property damage. The Client and its officers, employees and agents shall be endorsed to
above policies as additional insured, using ISO form CG2026 or an alternate form that is

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at least as broad as form CG2026, as to any liability arising from the performance of this
Agreement.
ii. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or
alternatively split limits of $500,000 per person and $1,000,000 per accident for bodily
injury with $250,000 per accident for property damage.
iii. Workers Compensation: Statutory coverage, if and as required according to the California
Labor Code, including Employers' Liability limits of $1,000,000 per accident. The policy
shall be endorsed to waive the insurer's subrogation rights against the Client.
iv. Professional Liability (Errors and Omissions): $2,000,000 limit per occurrence and
$5,000,000 annual aggregate limit covering Agency's wrongful acts, errors and omissions.
Any aggregate limit for professional liability must be separate and in addition to any CGL
aggregate limit. Claims –made coverage requires Agency to maintain a minimum of 3 years
extended reporting period or tail coverage.
v. Insurance is to be primary and non-contributory with any insurance of the Client and placed
with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or
approved but not admitted insurers, or any other requirement changes (such as limits) are
subject to the prior approval of the County Risk Manager.
vi. Each of the above required policies shall be endorsed to provide the Client with thirty (30)
days prior written notice of cancellation. The Client is not liable for the payment of
premiums or assessments on the policy. No cancellation provisions in the insurance policy
shall be construed in derogation of the continuing duty of Agency to furnish insurance
during the term of this Agreement.
vii. If the Agency maintains broader coverage and/or higher limits than the minimums shown
above, the Client requires and shall be entitled to the broader coverage and/or the higher
limits maintained by the Agency. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to the Client.
viii. If the Agency uses subcontractors or others to perform work under this contract, such
subcontractor or other persons shall be Named Insured or Additionally Insured to the
Agency’s required insurance coverage, or required by the Agency to comply with
equivalent insurance and conditions of this Section.

H. Information for Staff. Provide Staff with information on “Occupational Exposure to Blood borne
Pathogens” as required by the U.S. Department of Labor’s regulations. See 29 C.F.R.
§1910.1030.

II. CLIENT’S RESPONSIBILITIES

Client shall:
A. Communicate Needs. Notify Agency in writing of Client’s staffing needs for Staff and provide
Agency with detailed information about each position or assignment. Assignments for staff
during labor disputes shall be made through a separate agreement.
B. Communication with Staff. Communicate duties, shifts, unit assignments and other working
details to Staff during their assignment.
C. Reassignment. Client may change a Staff’s assignment from one clinical area to another, for
which the Staff is qualified.

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D. Staff Background Check. Client may, at Client’s expense, require any or all Staff to undergo and
pass a background check, including but not limited to a Live Scan search with the California
Department of Justice, prior to beginning work in any position or assignment with Client. Upon
the failure of any Staff to pass such background check, Client shall provide notice to Agency
within twenty-four (24) hours, and Client shall have no obligation to pay any Agency fees in
relation to such Staff. Upon receipt of such notice, Agency shall use commercially reasonable
efforts to provide suitable replacement Staff to Client as soon as is practicable.
E. Orientation. Provide orientation to Staff based on Joint Commission standards and for each unit
to which Staff is assigned. Time spent in orientation shall be counted as hours worked and billed
at the hourly rate applicable to the position assigned.
F. Dress Code. Communicate its dress code to Agency.
G. Professional Responsibility. Client retains all professional and administrative responsibility for
Client’s regular staff not provided by Agency. Except as explicitly provided in this Agreement,
Agency retains all professional and administrative responsibility for Agency-provided Staff.
H. Payment. Pay Agency fees as described in this Agreement.
I. Direct Hiring. Refrain from soliciting or hiring Staff for employment on a per diem, temporary
or permanent basis for a period of one (1) year following assignment of Staff to Client under this
Agreement, unless otherwise agreed by Agency.
J. Termination of Staff. Use its best efforts to assist Staff in the assigned position. But, if Client
reasonably determines that Staff is not satisfactorily performing his or her duties or failing to
follow Client policy or federal or state law, that Staff shall not be permitted to continue working
at Client’s place of business and Client shall not be billed for any additional work by Staff. If
Client takes such action, (1) Client shall counsel the Staff, (2) Client shall provide a written
account of the action to Agency within two days, and (3) Agency will use its best efforts to
provide a substitute Staff.
a. Notwithstanding any provision of this Agreement, Client reserves the right to terminate
any or all of Agency’s Staff at any time. Client will provide notification to the Agency
within 48 hours upon removal of any of Agency’s Staff.
K. Breaks. Provide meal and rest breaks to Staff in accordance with federal law and the law of the
state in which they work.
L. Safety. Conform to applicable “Hazard Communication Standards” and “Worker Right To Know
Laws” including informing Staff about hazardous materials in the work place. This includes
container labeling, Material Safety Data Sheets and training when needed.
M. Communications. Communicate unexpected incidents, errors, sentinel events, occupational
safety hazards and events that involve Staff to the Agency representative identified in Section
VII.F. (below).

III. PROVISION OF STAFFING SERVICES

A. Orders. Client may, at any time, communicate to Agency the Staff it will require at Client’s place
of business so that Agency can begin recruiting. Client’s notification to Agency to begin
recruiting in accordance with these requirements is an “Order.”
B. Representatives. The Parties shall each designate at least one representative authorized to place
and receive Orders of Staff.
C. Orientation Assistance. Agency shall assist Client as Client arranges orientation for Staff prior to
Staff’s first shift. This Orientation may include specific Department of Health Training. All

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Staff who are to provide services to Client must complete any and all trainings assigned to such
Staff by the Merced County Department of Public Health.
D. Time and Attendance. Staff shall submit electronic timecards daily for electronic approval daily
by a Manager/Supervisor designated by Client. This electronic timesheet will be accepted as
verification of time worked unless disputed by the Manager/Supervisor within 48 hours of
receipt.
E. Interim Leadership Services. Agency may provide Interim Leadership Staffing services at the
request of Client. In the event such services are provided, the Parties will apply the terms and
fees described in Exhibit 5 – Interim Leadership Services.

IV. FEES

A. Compensation Fees. Fees for ‘work and orientation attendance by,’ according to applicable
federal and state laws or regulations, by Staff will be billed by Agency to Client at the hourly
rates according to the applicable Compensation Fees as specified in each Work Order submitted
and agreed to by Client. Work Orders are Staffing Service requests for specific roles, locations,
start dates and durations. For reference purposes, Exhibit 1 – Service Rates for Client (“Service
Rates”) which is attached hereto, is a summary of standard Agency bill rates for services current
at the time of this Agreement. All scheduled shifts will be billed at a minimum eight (8) hours. If
applicable, Client will pay additional amounts according to applicable federal and state laws or
regulations when due for missed meal and/or rest breaks.
B. Compensation Fee Rate Increase. Hourly rates for certain Staff may need to be raised in some
circumstances.
i. If an increased hourly rate is needed to recruit such Staff, upon written approval from
Client, Agency will increase the Compensation Fee rate for such Staff and invoice the
increase to Client.
ii. If at any time during the term of this Agreement, Agency is required to increase its
employees’ compensation (e.g. due to increase in mandatory benefits requirement), or
incurs an increase in its compensation costs as a direct result of any law, determination,
order or action by a governmental authority or government insurance benefit program,
Client agrees that Agency may increase the bill rates proportionately so as to place
Agency in the same position it was in prior to such law, determination, order or action.
Client shall pay such increased bill rates upon Agency’s provision of 30 days’ notice of
such increase.
C. Overtime. Client will pay for overtime following federal and/or state law overtime formulas (i.e.
1.5 or 2 times Fees in Exhibit 1) for the state in which the Staff works. Additionally,
Compensation Fees for hours worked on holidays and call-in time will be invoiced at 1.5 times
the rates identified in the Service Rates (Exhibit 1) unless a greater rate, such as double time,
must be used under federal and/or state law. The following will be considered holidays: from
7:00 p.m. December 24 to 12:01 a.m. December 26; from 7:00 p.m. December 31 to 12:01 a.m.
January 2; Memorial Day; July 4th; Labor Day; Thanksgiving Day and the day after
Thanksgiving. Specific Client Overtime Rates are listed in Exhibit 1.
D. Minimum Hours. In order for Agency to provide Travel or Crisis Response staffing services,
Client will pay Agency a minimum number of guaranteed hours as specified in Exhibit 2 –
Minimum Hours – Guaranteed Work Week for each workweek, assuming Staff start at the
beginning of the applicable week. Client shall pay the applicable hourly rate and overtime rate

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for this minimum number of billable hours regardless of whether Staff is assigned to work the
full number of hours, unless the Staff turn down scheduled shifts or meet other exception
standards as specified in Exhibit 2.
E. Orientation. Facility orientation provided to the Staff will be billed at applicable Compensation
Fee rates and can count toward the minimum number of billable hours.
F. Rates and Terms. All rates and terms of this Agreement are subject to renegotiation each year
during the term of this agreement, irrespective of Section IV.B.
G. Conversion Rates. If Client wishes to employ, directly hire, or retain Staff as their own
permanent employee(s) within one year of such Staff’s final day of placement with Client under
this agreement, Client agrees to pay a direct hire placement fee (conversion rate) calculated
based on the estimated annual salary of the employee, in accordance with the below. Aggregate
hours worked by Staff for Client within the 12-month period prior to the date of hire by Client of
such Staff:

Fee as a %
of
Hours Worked
Annualized
Salary

< 160 hours 25%

160 - 320 hours 20%
321 - 640 hours 15%
641 - 1,000
10%
hours
> 1,000 hours 5%

V. EXPENSES

A. Unless otherwise agreed upon in writing in Exhibit 1, Client will not be responsible for providing
lodging to Staff or for reimbursing Staff for meals.
B. Unless otherwise agreed upon in writing in Exhibit 1, Client will not be responsible for providing
or reimbursing travel expenses for Staff.
C. Client is responsible for expenses incurred under Section II – Client’s Responsibility - Section D
- Staff Background Check.

VI. INVOICING

A. Frequency and Format. Agency will invoice Client weekly for Staff’s work. Each invoice will
specify the Staff name, role, date and hours invoiced in a format substantially like the sample
invoice provided in Exhibit 4 – Standard Invoice.
B. Terms. All invoices are due and payable within 15 days of receipt. Agency invoices to Client
unpaid after 15 days of receipt shall accrue interest at a rate of three percent (3%) per year, or
fraction thereof. If a dispute arises about an invoice, Client shall pay the undisputed amount

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pending the parties’ resolution of the disputed amount. Client shall have 30 days to dispute an
invoice and agrees that after 30 days all undisputed invoices shall be considered valid and accepted by
Client. All payments to Agency shall be made by Check.

VII. GENERAL PROVISIONS

A. Term of Agreement. This Agreement shall commence when executed by the last signatory
hereunder, shall continue in effect for one (1) year and will auto-renew each subsequent year
unless either party terminates the Agreement in writing.
B. Termination of Agreement. Either party may terminate this Agreement either (1) without cause
upon thirty (30) days prior written notice to the other party or (2) upon a material breach of any
term herein by the other party and such party’s failure to cure the breach within thirty (30) days
after receipt of written notice from the other party describing the breach.
C. Independent Contractors. At all times hereunder, the parties shall be independent contractors.
Nothing contained herein shall be construed as creating a partnership, joint venture or the
relationship of principal-agent or employer-employee between Agency and Client. Agency, nor
any Agency employee or agent, shall have any authority to bind Client to contractual or other
obligations.
D. Confidentiality. Each of the Parties hereto agrees that it will not disclose to any third-party
information disclosed to it by the other Party that has been clearly marked “Confidential,” except
to the extent that such information is required to be disclosed by law, court or governmental
order. Each of the Parties, and each of the Parties’ employees, including Staff, shall abide by
the provisions of the Health Insurance Portability and Accountability Act and California’s
health information privacy and protection laws (i.e., Civil Code sections 56-56.37, 1798.29, and
1798.80-1798.84, and Health & Safety Code sections 120975-121020) in regard to protected
health information and personal identifying information of Client’s patients and customers.
E. Indemnification.
i. Agency shall indemnify and hold harmless Client and its employees, agents, directors
and officers against any and all liabilities arising out of the failure by Agency or
Agency’s employees or agents to comply with the terms or conditions of this Agreement
or for injury, loss, claims or damages arising from the actions or omissions under or in
connection with this Agreement by Agency or Agency employees or agents.
ii. Client shall indemnify and hold harmless Agency and its employees, agents, directors
and officers against any and all liabilities arising out of the failure by Client or Client’s
employees or agents to comply with the terms or conditions of this Agreement or for
injury, loss, claims or damages arising from the actions or omissions under or in
connection with this Agreement by Client or Client employees or agents.
F. Notices. All notices, requests, demands, payments, and other communications hereunder shall
be in writing and shall be (as elected by the Party giving such notice) hand delivered by
messenger or courier service, facsimile or email (with a reply confirming receipt), or mailed by
certified mail (postage prepaid), return receipt requested, to the appropriate address indicated
below or to such other address as may be given in a notice sent to all Parties:

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If to Client: If to Agency:
Name: Merced County Department of Public Health SnapNurse
260 East 15th Street 1201 Peachtree St NE
Address:
Merced, CA 95340 Atlanta, GA 30361
Email: Yadira.Vazquez@countyofmerced.com Email: cherie@snapnurse.com
Phone: 209-381-1203 Phone: 770-853-1866

G. Waiver of Provisions. Any waiver of any term or provision hereof must be made in writing and
signed by the Parties. Any such waiver shall not be construed as a continuing waiver, or a waiver
of any other term or provision hereof.
H. Entire Agreement. The parties to this Agreement understand and agree that this Agreement,
including its exhibits and attachments, contains the entire agreement of the Parties regarding
the subject matter of this Agreement. No prior or contemporaneous agreement, statement
promise or representation (oral or in written) relating to the subject matter of this Agreement
shall be valid or binding unless set forth in this Agreement.
I. Amendment. No amendments to this Agreement may be made except in writing and signed by
Client assigned personnel or Client’s designee.
J. No Assignment. No assignment of all or any part of this Agreement may be made without the
prior written consent of the other Party. Notwithstanding, Agency may use subcontractors in
order to meet its obligations under this Agreement.
K. Force Majeure. Any party shall be excused for reasonable delay in performing any obligation
under this Agreement if the delay is caused by an unforeseen event beyond its control.
L. Severability. In the event that any condition or covenant contained in this Agreement is held
invalid or void by a court of competent jurisdiction, such condition or covenant shall be deemed
severable from the rest of this Agreement and shall in no way affect any other covenant or
condition of this Agreement and such condition, covenant or other provision shall remain valid
to the extent of the scope or breadth permitted by law.
M. Controlling Law. This Agreement shall be governed by the laws of the State of California
without regard to its conflicts of law provisions.
N. Attachments; Counterparts; Facsimile. Each attachment, order, exhibit or other documents
referenced herein and/or attached to this Agreement is incorporated herein as if the same was
set out in full in the text of this Agreement. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same instrument. Delivery of an executed signature page of this Agreement by
facsimile or electronic transmission shall be effective as delivery of a manually executed
counterpart hereof.
O. Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OR EXPENSES
OR LOST PROFITS (REGARDLESS OF HOW CHARACTERIZED AND EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER OR
IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
STATUTORY LIABILITY OR OTHERWISE).

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IN WITNESS WHERE OF, the Parties hereto have caused this Agreement to be duly executed and
delivered by their respective
authorized officers as of the date first written above.

Client SnapNurse, Inc.

Signature Signature
Lloyd Pareira, Jr. Cherie Kloss
Printed Name Printed Name
Chairman, Merced County
6/10/2022
Board of Supervisors CEO
Title Date Title Date

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EXHIBIT 1
SERVICE RATES FOR CLIENT (Section IV.A.)

*Rapid Response Rates are All-Inclusive of all costs (pay, travel, hotel, etc.)
*Rapid Response Rates include approved Expedited Credentials as specified in Exhibit 3 and 72-
hour Crisis Response and delivery during a crisis situation, such as Covid-19 support at a facility,
strikes, and/or similar crisis situations.
The 72-hour Crisis Response time assumes the state is either a compact state for licensure OR a state
of emergency has been issued in the applicable state allowing for cross-state licensure to be
acceptable.
Length of Assignment for Rapid Response: Minimum 4 weeks

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EXHIBIT 2
Minimum Hours – Guaranteed Work Week
Client will pay Agency a minimum number of what amounts to 40 hours for each Staff for each work
week. Agency uses a Sunday to Saturday standard work week schedule for minimum hours calculations.
Client will pay the minimum hours even if the total number of hours worked by Staff is less than the
minimum guaranteed amount unless one of the following standards is met.
THE MINIMUM HOURS REQUIREMENT IS VOID IF ANY OF
THE FOLLOWING OCCURS:
• Client ends Staff’s assignment early, but after meeting minimum length requirement as specified
in Exhibit 1
• Agency terminates contract, assignment, or employment relationship with Staff
• Staff ends assignment early
• Staff calls out of or otherwise does not report for a shift
• Staff is late to shift or leaves a shift early
• Staff requests any days or partial days off or limits their availability to work shifts requested or
assigned by Client
• Staff refuses to work an alternate shift that may be requested or assigned by Client

SUMMARY OF AGENCY’S RESPONSIBILITIES

• Provide Client with a weekly roster of Agency Staff assigned to Client. Roster will be provided
each Monday and identify Staff assigned to work the prior week who Agency understands to be
eligible for minimum guaranteed hours.

SUMMARY OF CLIENT’S RESPONSIBILITIES

• Establish Staff work schedule
• Notify Agency of any Staff call-outs, no-shows, late arrivals or early departures in a timely
manner to allow Agency to accurately confirm minimum guaranteed hours eligibility
• Within 24 hours of receipt, review weekly roster provided by Agency, identify and communicate
to Agency any disputed minimum guaranteed hours associated with specific Staff. Client agrees
that failure to meet the preceding obligation will constitute approval of minimum guaranteed
hours and permits Agency to invoice Client accordingly.

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EXAMPLE APPLICATIONS OF MINIMUM HOURS (Minimum Guarantee – 40 hours)

Total
Total
Declined or Straight Total
Scheduled Worked Overtime
Scenario Missed by Time Hours
by Client by Staff Hours
Staff Hours Billed
Billed
Billed
Properly Scheduled
40 40 0 40 0 40
Staff 1
Under Scheduled
32 32 0 40 0 40
Staff 2
Staff Declines Shift
3 32 32 8 32 0 32

Over Scheduled
48 48 0 40 8 48
Staff 4

1 – When Staff is properly scheduled, Client will be billed at the minimum hours standard or actual hours worked if greater than the minimum standard.

2 – When Staff is under-scheduled, Client will be billed at the minimum hours standard for both straight time and overtime.

3 – When Staff declines shift(s), arrives late, leaves early or otherwise causes hours worked to be under the minimum guarantee, Client will be billed for
actual hours worked.

4 – When staff is over scheduled, Client will be billed for actual hours worked at the appropriate straight time and overtime rates.

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EXHIBIT 3

EXPEDITED CREDENTIALING
REQUIREMENTS

Requirement Details
License Primary Source Verification Active License Verification upon Hire
BLS Current BLS
ACLS Required for ER, ICU, CCU, TELE only
Drug Screen or Instant Drug Screen Within 1 year of start – 9 Panel
Background Check Within 1 year of start
A background attestation will be utilized when
the background check is pending. Includes:
SSN Trace
7-year county resided Nationwide Search Sex
Offender Search
OIG and EPLS Upon Hire
PPD, Q Gold, or Tspot acceptable Within 1 year of Start

** Chest X-ray within 5 years of start for Positive

PPD
State Specific Requirements If applicable by State

** Note: if there is a state requirement, we

research for any reduction acceptable for
crisis/state of emergency

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EXHIBIT 4
Standard Invoice – Sample
INVOICE

BILL TO INVOICE: # 12345

Facility Name Date: MM/DD/YYYY
Street Address Due Date: MM/DD/YYYY
City, State Zip Code Terms: Net 15

Activity Service Type Qty Rate Amount

Hours
First Name Last Name MM.DD.YY –Role Service Details 8 89.00 712.00
(10 Total Hours, 10 Regular Hours)
Hours
First Name Last Name MM.DD.YY –Role Service Details 6 133.50 801.00
(10 Total Hours, 10 Regular Hours)
Hours
First Name Last Name MM.DD.YY –Role Service Details 10 105 1,050.00
(10 Total Hours, 10 Regular Hours)
Hours
First Name Last Name MM.DD.YY –Role Service Details 8 125 1,000.00
(10 Total Hours, 10 Regular Hours)
Hours
First Name Last Name MM.DD.YY –Role Service Details 12 187.50 2,250
(10 Total Hours, 10 Regular Hours)
Hours
First Name Last Name MM.DD.YY –Role Service Details 10 95 950.00
(10 Total Hours, 10 Regular Hours)

Balance Due $6,763.00

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EXHIBIT 5

Interim Leadership Services

I. SCOPE OF SERVICES

A. Interim Leadership. Agency will provide interim leadership professional staffing services. Such
services include the management of staffing service orders for interim leadership professionals
(“Interims”) as agreed to by the parties in one or more confirmation form(s), which will outline
the Interim search to be conducted (“Interim Work Order”), a sample of which is attached
hereto as Attachment A. The terms set forth in this Exhibit apply only to the staffing of Interims.

II. PROVISIONS

A. Work Order. Agency and Client shall execute an Interim Work Order at the commencement of
each Interim search. Additional Interim positions may be added through mutual agreement of the
parties through execution of additional Interim Work Order Forms. Once Client and Agency
identify and agree to place a specific Interim on assignment, Client agrees that the assignment may
be confirmed by written confirmation, including via email, to Agency.
B. Fees.
i. Client shall pay Agency a non-refundable assignment retainer as defined within and
upon execution of each Interim Work Order Form that commences a new Interim search.
ii. Client shall pay Agency at the weekly regular rate as set forth in each executed Interim
Work Order Form for each week or any part thereof for services rendered by Interim
including any time spent traveling or in orientation. If the first week of assignment is
not a full five (5) days, Agency will invoice on a prorated basis, to include travel day,
days worked, and orientation. Client shall also pay Agency the weekly regular rate when
Interim incurs paid sick leave, holidays, jury duty, or bereavement leave.
iii. Client shall reimburse Agency for all out of pocket costs incurred by Agency related to
each Interim’s assignment, which, unless otherwise specified in the Interim Work Order
Form, includes, without limitation: initial travel to the assignment as well as travel back
home at the end of the assignment; rental car or mutually agreed upon car allowance;
roundtrip transportation every other weekend or as otherwise agreed in writing, with the
understanding that a single family member/significant other may travel to assignment
location in lieu of Interim; transportation to and from airport when traveling home or to
assignment; housing or housing stipend, which may include short-term
accommodations, such as a hotel or other temporary accommodations while long-term
accommodations are being arranged, or long-term accommodations, such as a one
bedroom extended stay hotel, furnished apartment/condominium, or furnished house;
health requirements and background checks for Interim; and if accommodations do not
include a full kitchen, Client shall also pay daily meal per diem expenses at or below
the IRS standard. All travel may include economy-class airfare, mileage at applicable
IRS rates, or other equivalent means. Housing accommodations will include kitchen,
utilities, cable television, washer/dryer, parking, internet access, or the equivalent, and
will be clean, safe, and in close proximity to Client’s facility. The parties acknowledge

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that a reimbursement arrangement exists between the parties with respect to housing and
meals. Agency will provide substantiation of the reimbursement amount, and amounts
reimbursed by Client may be subject to tax deduction limitations.
C. Duration.
i. Each Interim shall be scheduled for a minimum assignment duration as defined within
each Interim Work Order Form, beginning with the first full week that Interim works.
The term of ach Interim assignment may be extended by written confirmation, which
Client and Agency agree may be made via email, subject to acceptance and availability
of the Interim.
D. Removal of Interims from Assignment.
i. Interim Cancellations. Subject to section D (ii) below, the minimum term for an Interim
assignment is twelve (12) weeks. After the initial twelve (12) weeks, either party may
terminate an assignment by providing the other party at least thirty (30) days’ prior
written notice of termination. The parties agree that any Interim assignment terminated
under this subsection shall have the Interim’s last day of assignment be a Friday. If
Client terminates an assignment on less than thirty (30) days’ notice, Client shall pay,
as a reasonable estimation of Agency’s and Interim professional’s damages, and not as
a penalty, an amount equal to: (A) the balance of fees that would be payable with thirty
(30) days’ notice, plus (B) demobilization costs otherwise payable at the end of the
Interim professional’s assignment (e.g., return airfare), plus (C) all additional fees, costs,
expenses and other penalties already incurred or reasonably expected to be incurred as
a result of such early termination of the Assignment (e.g., lease termination fees).
ii. Notwithstanding Section D(i), Client may immediately terminate an Interim assignment
upon providing written notice that Interim is incapable of performing the duties of the
position, commits acts of professional negligence, is absent from the position without
Client’s permission during scheduled times, is insubordinate, engages in substance
abuse, violates Client’s express rules or regulations, or engages in other unprofessional
conduct or breach or neglect of duty. Client shall make available to Agency copies of
all non-privileged documentation about problems or incidents in which Interims are
involved.
iii. In the event Interim is accepted by Client, Client confirms a start date for Interim, and
Client cancels assignment prior to agreed upon start date with or without proper notice,
Client agrees to pay Agency a sum equivalent to one weekly regular rate as specified in
the Interim Work Order and any out of pocket costs actually incurred by Agency,
including any housing and travel costs.
E. Exempt Status. Client represents and warrants that (i) the positions set forth in an Interim Work
Order Form are exempt positions pursuant to applicable state and federal laws, and (ii) Client
shall maintain the exempt status of such Interims through the duration of the Interim’s
assignment. Provided Client maintains the exempt status, Client will not pay overtime for hours
worked by Interims. Client shall indemnify and hold harmless (and at Agency’s request, defend)
Agency and its respective subsidiaries, affiliates, officers, directors, agents and employees
(each, an “Indemnitee”) from and against any and all claims, losses, damages, liability, costs,
expenses (including reasonable attorneys’ fees), judgments or obligations whatsoever, arising
from any allegation that the Interim positions are improperly classified as an exempt position.
The foregoing indemnification includes but is not limited to claims involving wage and hour,
compensation, benefits, and employment classification that arise from the improper
classification as an exempt position.

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F. Additional Obligations.
i. Client shall be responsible for compliance with all relevant safety and health laws and
regulations during the period of an Interim’s assignment under Client’s supervision,
including but not limited to applicable Joint Commission regulations relating to orientation
and evaluation and HIPAA regulations. Client will provide each Interim with all necessary
site-specific training, orientation, equipment and evaluations required by federal, state or
local occupational safety laws or rules, including Joint Commission and HIPAA, for
members of Client’s workforce. Promptly (and in no event more than 30 days after Client
knew or reasonably should have known of such claim), Client shall provide Agency written
notice of any occupational safety hazards or events involving Interim, or of any sentinel
event or actual or threatened claim arising out of or relating to Interim. Further, Client will
only utilize Interims for the need requested and will only assign Interims to work in the
areas in which they are professionally qualified and oriented to work.
ii. Interims shall perform work at Client’s location(s) and under Client’s supervision and
direction. Client will control the details of the work and shall be responsible for the work
product of Interims. Client will be responsible for its business operations, products,
services, and intellectual property. Agency will not provide office space, equipment or
other materials required for the performance of work by Interims assigned to Client
hereunder. Agency shall not be responsible for the work product, acts, errors or omissions
of Interims. In the event Client requests an Interim to obtain remote access (within the
United States) to Client’s system and/or applications, Client shall be responsible for
ensuring Interim meets the Client’s access and/or use requirements. Client agrees that
Interims shall not sign any accounting or other financial related opinions or other related
documentation, or any documents which are going to be filed with any federal, state or
local government, including without limitation, any financial statements which are attached
and incorporated into the public filings of publicly traded companies with the Securities
and Exchange Commission. Client has full medical responsibility of its patients in general
and shall provide and be responsible for oversight of Interims in connection with any
Services provided by Interims that involve patient care, including patient care in emergency
circumstances (e.g. a natural disaster) (“Clinical Services”).
iii. During the term of this Agreement, and for the period of two (2) years following the
termination of this Agreement, Client shall not request through another personnel or
employee staffing company, or accept the services of, any Presented Interims. Further,
during the aforesaid period, Client shall not directly or indirectly cause or encourage any
Presented Interims to transfer to or work for another personnel or employee staffing
company other than Agency. “Presented Interims” means any Interim whose curriculum
vitae or services was presented to Client by Agency before or during the term of this
Agreement other than an Interim for whom Client has notified Agency in writing within
48 hours of such introduction of Client’s prior knowledge of Interim’s availability.

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G. Hiring of Interims by Client.

i. Client may hire or retain the services of (on any basis, including but not limited to a full-
time, part-time, contract or temporary employee) Presented Interims placed on assignment
only in accordance with this Section G.
ii. Client will have sole responsibility for making hiring decisions with respect to Interims
that Client decides to hire (“Conversion Candidate”). Client acknowledges and agrees that,
effective on the date they are hired by Client, Conversion Candidates are employees of
Client and Agency shall have no liability for any acts or omissions of such Conversion
Candidates.
iii. Except prohibited by law, if Client hires, retains, or otherwise engages a Presented Interim
in a position within the Client’s health care system during the period of up to two (2) years
following the later of (i) the presentation of the Interim or candidate by Agency or (ii) the
termination of this Agreement, Client shall provide thirty (30) days’ prior written notice to
Agency and pay to Agency the following conversion fee which is due once the Presented
Interim or candidate is hired, retained, or otherwise engaged by Client: (A) Thirty-three
percent (33%) of the annual compensation (including signing and other bonuses and
taxable compensation) to be paid to Presented Interim or candidate if this event happens
within the first 6 months of the Interim’s assignment or within the first 6 months of being
presented as a candidate, whichever is later. (B) Thirty percent (30%) of the annual
compensation (including signing and other bonuses and taxable compensation) to be paid
to Presented Interim or candidate if this event happens after the 6th month of the Interim’s
assignment or after the 6th month of a candidate being presented to Client, whichever is
later.
iv. The obligations of this Section J survive the expiration or termination for any reason of this
Agreement.
H. Termination of this Service Line Exhibit. Either party may terminate this Service Line Exhibit
upon the other party' material breach and failure to cure within 30 days, or at any time upon
provision of 30 days written notice to the other party; provided, however, for all Interims currently
confirmed for an assignment, or at work on an assignment, at the time notice of termination is
received, Client shall either (i) continue having Interims work on assignment for 30 days, with the
interims last day of assignment being Friday, or (ii) immediately terminate an Interims’ assignment
but pay, as a reasonable estimation of Agency’s and the Interim professional’s damages, and not
as a penalty, an amount equal to: (A) the balance of fees that would be payable with thirty (30)
days’ notice, plus (B) demobilization costs otherwise payable at the end of the Interim
professional’s assignment (e.g., return airfare), plus (C) all additional fees, costs, expenses, and
penalties already incurred or reasonably expected to be incurred as a result of such early
termination of the Assignment (e.g., lease termination fees). Upon any termination of this Service
Line Exhibit, Client shall pay Agency for all services performed in accordance with this Service
Line Exhibit through the date of termination and shall make all other payments that come due prior
to the date of such termination. This Service Line Exhibit shall be binding on and inure to the
benefit of the successors and/or assigns of Agency and shall make all other payments that come
due prior to the date of such termination. This Agreement shall be binding on and inure to the
benefit of the successors and/or assigns of Agency.

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III. AGREEMENT TERMS AND CONDITIONS

A. Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full
force and effect in accordance with its terms. If there is conflict between this amendment and the
Agreement or any earlier amendment, the terms of this amendment will prevail.

Client SnapNurse, Inc.

Signature Signature
Lloyd Pareira, Jr. Cherie Kloss
Printed Name Printed Name
Chairman, Merced County 6/10/2022
Board of Supervisors CEO
Title Date Title Date

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ATTACHMENT A – Interim Work Order Form

Pursuant to the Interim Leadership Search Amendment entered into between (“Client”) and
SnapMedTech, Inc. (dba SnapNurse) (“Agency”) on (DATE) and the Exhibit 5 – Interim Leadership
Services (collectively, “Agreement”), the parties agree that Agency will initiate a search for an Interim to
be placed on assignment with Client and Client agrees to pay Agency according to the terms listed below.

Position: Interim Scheduled Start Date: TBD

Facility Name: County of Merced, Department of Public Health
Facility Address: 260 E. 15th St., Merced, CA 95341

A. Rates:

Assignment Retainer: $5,000.00

Weekly Regular Rate: $TBD/week

B. Special Terms (if applicable):

C. Clinical Services:

Check one of the following two boxes to indicate agreement:

☐ The parties agree that the Interim assignment with Client does not require Interim to provide Clinical
Services as defined in the Agreement.

☐ The parties agree that the Interim assignment with Client may require Interim to provide Clinical
Services as defined in the Agreement.

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D. Facility Information (to be completed by Client if known at the time of signing):

Direct Report Name: Direct Report Position:

Invoicing Human Resources / Credentialing

Contact Name: Contact Name:
Department: Department:
Address: Email:
Email: Phone Number:
Phone Number:

AGREED AND ACCEPTED:

Client Agency

Signature: ________________________________ Signature: ______________________________

Name: Lloyd Pareira, Jr. Name: ______________________________
Title: Chairman, Merced County Board of Supervisors Title: ______________________________
Date: ____________________________________ Date ______________________________

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