HomeMy WebLinkAbout29465A-15-459
A-15-459
A-15-459
A-15-459
A-15-459
A-15-459
3TATi: OF CALIFORNlA STANDARD AGREEMENT
,) rD 2 i ;� (Rav 06/0:3) AGREE! .ENT NUMBER
15-S'"i 0-00907 -----------------------------.-.. ·-·-·-· -·""""""1---·-----------i
l�EG.STiTlON_Nu;J/� + -===----==-==--=====-==--===--===-=-=---==-==-===,.._.-i:, _f��--�======--"' 1.This Agreoment i:'i enter0d into t.1etwee11 the Stat_. AgeriGy and the Contra.ctur 11arned beiow:
STATE AGf:NCY'S NAME Caltt mia Department '.l"i Social Services
C(.)�l, RAC;· l'rS:W;:T ALX Cqrporation -------·----------------------------------------2. Tl: , tam,, of this Agr�sment i": 10/1/2015 or upnn fir.al approvai by the California Department cf Gonera! Services, whichever occurs later, through 9/30/2017. 3. The rrmr.irnum arnounof ttl s Agr ,ement is: $2,203,200.00 T¥.'O l\r1i!!ion Two Hundred Three Thousand Two Hundred Dollars and 00/i 00 ·---------------------------------------4. · he parti .s �,gros to comply with thf. t.:rms c1nd c�nditltms of the follow!ng exhibits whioh are by t. is reference made a part 01 the Agreement. £.'::<hibit A-Scope of Work E.xhlort 8 -8udtJet Dei>lil and Payment ProvisionsE:{hibit C - General Terms and Conditions {GTC 610)Check mark one item below as F.xi1ibit D:f !Exhibit - D Special Terms ar ti Gorditior.s {Atwohed t1ereto as pan: of this agreement):JE=.z!'libii -o� Special T Ams and Conditions Exhiblt E -AddHionai Pr visions Exhibit E, AU,Jchrnent ·i - CDSS Information and Secmity P"'-�Cautlons/Re<:1uirements Exh'tfi E, ,xttachmant 2 -Universal Membership Agreement for The Woi'k Number ..,ocial Services Exhibit E, Attachment 3 -Memorandum oi Understanding
3 pages 3 pages 5 pages 3 pages 2 pages
2 pages ·15 pages
6 pages
Ellen Stanko, Vice President /l.ODP.i:CS APPROVED ·j 1432 Lackland, St.. Louis, Missouri 63146
AGENCY NAME
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A-15-459
Exhibit 1
Agreement 15-STD-00907 A-1 Page 1 of 3
CDSS/ TALX Corporation
REVISED EXHIBIT B
(Standard Agreement)
BUDGET DETAIL AND PAYMENT PROVISIONS
A. Invoicing and Payment
1. The maximum amount payable under this agreement shall not exceed $2,203,200.00
$4,354,600.00. Shown below are the amounts that cannot be exceeded for each of the fiscal
year(s):
2015/16 $ 826,200.00 $ 550,800.00
2016/17 $ 1,101,600.00 $ 2,652,400.00
2017/18 $ 275,400.00 $ 1,151,400.00
2. For services satisfactorily rendered, and upon receipt and approval of the invoice(s), CDSS
agrees to pay the Contractor for said services in accordance with the rates specified below:
Income Verifications
per year
Monthly Subscription
Cost
Effective Cost Per
‘Income’ Verification
On-line Employment
Searches
216,000 480,000 $ 91,800.00 $ 144,000.00 $ 5.10 $3.60 $ No Cost
If the state exceeds the number of allotted income verifications in a given year, any additional
transactions are billed per transacton at the effective cost per verification rate of $ 5.10 $ 3.60 in
addition to the monthly fee of $ 91,800.00 $ 144,000.00.
3. The State shall have the ability to change pricing tiers once per contract year based on projected
need, selecting from the pricing tiers below:
Pricing
Tier
Income
Verifications per
year
Monthly
Subscription
Cost
Effective Cost
per ‘Income’
Verification
On-line
Employment
Searches
1 129,000 $ 65,575.00 $ 6.10 $ No Cost
2 144,000 $ 67,200.00 $ 5.60 $ No Cost
3 216,000 $ 91,800.00 $ 5.10 $ No Cost
4 288,000 $ 110,400.00 $ 4.60 $ No Cost
5 360,000 $ 123,000.00 $ 4.10 $ No Cost
6 480,000 $ 144,000.00 $ 3.60 $ No Cost
4. Pricing shall be valid up to five (5) years.
5. Invoices shall include the Agreement Number 15-STD-00907 and Index Code 1260 and shall be
submitted in triplicate not more frequently than monthly in arrears to:
California Department of Social Services
CalWORKs/Employment Bureau
744 P Street, MS 8-8-33
Sacramento, CA 95814
Attn: Morgan Peschko
Any invoices submitted without the above referenced information may be returned to the
Contractor for further re-processing.
Agreement 15-STD-00907 A-1 Page 2 of 3
CDSS/ TALX Corporation
REVISED EXHIBIT B
(Standard Agreement)
B. State Budget Contingency Clause
1. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years
covered under this Agreement does not appropriate sufficient funds for the program, this
Agreement shall be of no further force and effect. In this event, CDSS shall have no liability to
pay any funds whatsoever to Contractor or to furnish any other considerations under this
Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.
2. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program,
CDSS shall have the option to either cancel this Agreement with no liability occurring to the State,
or offer an agreement amendment to Contractor to reflect the reduced amount.
C.For Contract with Federal Funds
1. It is mutually understood between the parties that this Agreement may have been written before
ascertaining the availability of Congressional appropriation of funds, for the mutual benefit of both
parties, in order to avoid program and fiscal delays which would occur if the Agreement were
executed after that determination was made.
2. This Agreement is valid and enforceable only if sufficient funds are made available to the State by
the United States Government for the term of this Agreement for the purposes of this program. In
addition, this Agreement is subject to any additional restrictions, limitations, or conditions enacted
by the Congress or any statute enacted by the Congress which may affect the provisions, terms,
or funding of this Agreement in any manner.
3. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program,
this Agreement shall be amended to reflect any reduction in funds.
4. CDSS has the option to invalidate the Agreement under the 30-day cancellation clause or to
amend the Agreement to reflect any reduction of funds.
D. Prompt Payment Clause
Payment will be made in accordance with, and within the time specified in, Government Code
Chapter 4.5, commencing with Section 927.
E. Review
CDSS reserves the right to review service levels and billing procedures as they impact charges
against this Agreement.
F. Final Billing
Invoices for services must be received by CDSS within 90 days following each state fiscal year, or 90
days following the end of the contract term, whichever comes first. The final invoice must include the
statement “Final Billing.”
Agreement 15-STD-00907 A-1 Page 3 of 3
CDSS/ TALX Corporation
REVISED EXHIBIT B
(Standard Agreement)
G.Nonresident Tax Withholdings
Payments to all nonresidents may be subject to withholding. Nonresident payees performing services
in California or receiving rent, lease, or royalty payments from property (real or personal) located in
California will have seven percent of their total payments withheld for state income taxes. However,
no withholding is required if total payments to the payee are $1,500 or less for the calendar year.
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 1 of 15
UNIVERSAL MEMBERSHIP AGREEMENT
for
The Work Number®Social Services
This Universal Membership Agreement (the “Agreement’) is entered into by and between TALX
Corporation (a provider of Equifax Verification Services), a Missouri Corporation, 11432 Lackland Road, St.
Louis, Missouri (“TALX”), and State of California – Department of Social Services ("Agency"). This Agreement
shall be included as Exhibit E, Attachment 2 of CDSS Agreement 15-STD-00907 between TALX and Agency.
RECITALS:
A. TALX operates The Work Number
®(the “Service”), a service used to verify certain employment-related
information about an individual (“Consumers”); and
B. Agency wishes to obtain access to the Service, on behalf of County Welfare Departments (“CWDs”) that sign
the Memorandum of Understanding, Exhibit E, Attachment 3 of CDSS Agreement 15-STD-00907
(“County”), for use to confirm employment and/or income information of Consumers through the Service.
Agency shall pay for, but not access, the Service used by County as set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. SCOPE OF THE AGREEMENT. This Agreement consists of the general terms set forth in the body of this
Agreement, Exhibit 1 – Notice to Users of Consumer Reports,Exhibit 2 – Vermont Fair Credit Reporting
Contract Certification, Exhibit 3 – Fair Credit Reporting Act, and Exhibit B – Budget Detail and Payment
Provisions of CDSS Agreement 15-STD-00907 executed by the parties which may contain additional terms.
If there is a conflict between the general terms and conditions of this Universal Membership Agreement and
Exhibit 1, Exhibit 2, Exhibit 3 or Exhibit B, the provisions of the Exhibit will govern and control. This
Agreement specifically supersedes and replaces any agreement between the parties that predates this
Agreement and which relates to the Service as provided in Exhibit B, even if the prior agreement contains an
“entire agreement” or “merger” clause, and any such agreements are terminated.
2. TALX OBLIGATIONS. The Service will provide Agency with automated access to certain employment
and/or income data (“Data”) furnished to TALX by employers.
3. AGENCY OBLIGATIONS.
a.Agency shall pay for the Services as provided in CDSS Agreement 15-STD-00907. All prices stated in
this Agreement are exclusive of, and Agency shall pay, all sales, use, privilege, or excise taxes.
b.Agency shall ensure that County be made aware of and agree to comply with all terms set forth in this
Agreement to access the Service.
c.To the extent Agency accesses any Data obtained by County, Agency will comply with County
Obligations, below.
d.Agency shall notify TALX if it learns County has ceased use of the Service or if it has reason to suspect
that County has violated the terms of the MOU and/or this Agreement.
4. COUNTY OBLIGATIONS.
a.County shall comply with the terms set forth in this Agreement which includes Exhibits 1,2, and 3.
b.County certifies that it will order Data from the Service only when County intends to use the Data (i) in
accordance with the Fair Credit Reporting Act (“FCRA”) and all state law FCRA counterparts as though
the Data is a consumer report, and (ii) for one of the following FCRA permissible purposes: (1) in
connection with a credit transaction involving the Consumer on whom the Data is to be furnished and
involving the extension of credit to, or review or collection of an account of, the consumer, (2) in
connection with a determination of the consumer’s eligibility for a license or other benefit granted by a
governmental instrumentality required by law to consider an applicant’s financial responsibility or status,
or (3) when County otherwise has a legitimate business need for the information either in connection with
a business transaction that is initiated by the Consumer, or to review an account to determine whether the
Consumer continues to meet the terms of the account; and for no other purpose.
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 2 of 15
Agency agrees to only use the Data consistent with the obligations of users of consumer reports as
provided for in the Consumer Financial Protection Bureau (the “CFPB”)’s Notice Form attached
as Exhibit 1.
c.To the extent County requests Data on a Vermont resident, County certifies that it will comply with
applicable provisions under Vermont law. In particular, County certifies that it will order Data relating to
Vermont residents only after County has received prior Consumer consent in accordance with VFCRA
Section 24803 and applicable Vermont Rules. County further certifies that the attached copy of VFCRA
Section 2480e applicable Vermont Rules as referenced in Exhibit 2 was received from TALX.
d.County may use the Data provided through the Service only as described in this Agreement. County may
reproduce or store the Data obtained from the Service solely for its own use in accordance with this
Agreement, and will hold all Data obtained from the Service under this Agreement in strict confidence
and will not reproduce, reveal, or make it accessible in whole or in part, in any manner whatsoever, to any
others unless required by law, or unless County first obtains TALX’s written consent; provided, however,
that County may discuss Consumer Data with the Data subject when County has taken adverse action
against the subject based on the Data. County will not provide a copy of the Data to the Consumer,
except as may be required or permitted by law or approved in writing by TALX, except in any state where
this contractual prohibition would be invalid. County will refer the Consumer to TALX whenever the
Consumer disputes the Data disclosed by County. County will not interpret the failure of TALX to return
Data as a statement regarding that consumer’s credit worthiness, because the failure may result from one
or more factors unrelated to credit worthiness.
f.County may access, use and store the Data only at or from locations within the territorial boundaries of
the United States, Canada, and the United States territories of Puerto Rico, Guam and the Virgin Islands
(the “Permitted Territory”). County may not access, use or store the Data or TALX Confidential
Information at or from, or send the Data or Confidential Information to, any location outside of the
Permitted Territory without County first obtaining TALX’ written permission.
g.County represents and warrants it (i) is administering a government funded benefit or program, (ii) has
been given the legal authority to view the Data by the Consumer or by operation of law, and (iii) is
requesting the Data in compliance with all laws.
h.County acknowledges it shall employ decision making processes appropriate to the nature of the
transaction in accordance with commercially reasonable standards and will utilize the Data as part of its
process.
i.County represents and warrants it has written authorization from the Consumer to verify income. County
need not use any particular form of authorization or obtain a separate signature for verifying income
provided that the form constitutes Consumer authorization. Notwithstanding the foregoing, in the event
County is using the Service to collect on defaulted child support obligations, County is not required to
obtain such authorization.
j.County may not allow a third party service provider (hereafter “Service Provider”) other than
participating CWD’s (set forth above) to access, use, or store the Service or Data on its behalf without
first obtaining TALX’s written permission and without the Service Provider first entering into a Client
Service Provider Information Use and Nondisclosure Agreement with TALX.
k.In order to ensure compliance with this Agreement, applicable law and TALX policies, TALX may
conduct reviews of County activities, from time to time, during normal business hours, at all locations
containing relevant records, with respect to County’s requests for Data and/or its use of Data. County
shall provide documentation within a reasonable time to TALX as reasonably requested for purposes of
such review. County (i) shall cooperate fully with any and all investigations by TALX of allegations of
abuse or misuse of the Services and allow TALX to access its premises, records, and personnel for
purposes of such investigations if TALX deems such access is necessary to complete such
investigation(s), (ii) agrees that any failure to cooperate fully and promptly in the conduct of any audit
constitutes grounds for immediate suspension of the Service and/or termination of the Agreement, and
(iii) shall promptly correct any discrepancy revealed by such investigation(s). County shall include the
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 3 of 15
name and email address of the appropriate point of contact to whom such request should be made in the
space provided below. County may change its contact information upon written notice:
Audit Contact Name Audit Contact E-mail Address
5. COUNTY USE OF SERVICE.
Data on the Service may be accessed by County authorized by law to administer government funded benefits
or programs in the State of California to verify Consumer’s employment status (“Employment Verification”)
or income (“Income Verification”) for the purposes of determining eligibility for receipt of public aid or
assistance, prevention or identification of fraud, overpayments associated with the receipt of public aid or
assistance.
6. DATA SECURITY. This Section 6 applies to any means through which County orders or accesses the
Service including, without limitation, system-to-system, personal computer or the Internet. For the purposes
of this Section 6, the term “Authorized User” means a County employee that County has authorized to order
or access the Service and who is trained on County’s obligations under this Agreement with respect to the
ordering and use of the Service, and the Data provided through same, including County’s FCRA and other
obligations with respect to the access and use of Data.
a.County will, with respect to handling any Data provided through the Service:
1. ensure that only Authorized Users can order or have access to the Service,
2. ensure that Authorized Users do not order Data for personal reasons or provide Data to any third party
except as permitted by this Agreement,
3. inform Authorized Users that unauthorized access to Data may subject them to civil and criminal
liability under the FCRA punishable by fines and imprisonment,
4. ensure that all devices used by County to order or access the Service are placed in a secure location
and are accessible only by Authorized Users, and that such devices are secured when not in use
through such means as screen locks, shutting power controls off, or other commercially reasonable
security procedures,
5. take all necessary measures to prevent unauthorized ordering of or access to the Service by any
person other than an Authorized User for permissible purposes, including, without limitation, (i)
limiting the knowledge of the County security codes, user names, User IDs, and any passwords
County may use, to those individuals with a need to know, (ii) changing County’s user passwords at
least every ninety (90) days, or sooner if an Authorized User is no longer responsible for accessing
the Service, or if County suspects an unauthorized person has learned the password, (iii) using all
security features in the software and hardware County uses to order or access the Service, and (iv)
requiring each individual Authorized User to have a unique User ID and password to access the
Service.
6. in no event access the Service via any unsecured wireless hand-held communication device, including
but not limited to, web enabled cell phones, interactive wireless pagers, personal digital assistants
(PDAs), mobile data terminals, and portable data terminals, or other portable devices which do not
store data in a manner consistent with the encryption requirements provided in Section 6.a.8,
7. not use non-company owned assets such as personal computer hard drives or portable and/or
removable data storage equipment or media (including but not limited to laptops, zip drives, tapes,
disks, CDs, and DVDs) to store the Data. In addition, Data must be encrypted when not in use and all
printed Data must be stored in a secure, locked container when not in use, and must be completely
destroyed when no longer needed by cross-cut shredding machines (or other equally effective
destruction method) such that the results are not readable or useable for any purpose. In either case,
commercially reasonable practices for the type of Data received from TALX must be employed,
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 4 of 15
8. if County sends, transfers or ships any Data, encrypt the Data using the following minimum
standards, which standards may be modified from time to time by TALX: Advanced Encryption
Standard (AES), minimum 128-bit key or Triple Data Encryption Standard (3DES), minimum 168-bit
key, encrypted algorithms,
9. not ship hardware or software between County’s locations or to third parties without deleting all
TALX County number(s), security codes, User IDs, passwords, County user passwords, and any
consumer information, or Data unless such information is encrypted as provided herein,
10. monitor compliance with the obligations of this Section 6, and immediately notify TALX if County
suspects or knows of any unauthorized access or attempt to access the Service, including, without
limitation, a review of TALX invoices for the purpose of detecting any unauthorized activity,
11. if, subject to the terms of this Agreement, County uses a Service Provider to establish access to the
Service, be responsible for the Service Provider’s use of County’s user names, security access codes,
or passwords, and County will ensure the Service Provider safeguards County’s security access
code(s), User IDs, and passwords through the use of security requirements that are no less stringent
than those applicable to County under this Section 6,
12. use commercially reasonable efforts to assure data security when disposing of any Data obtained from
TALX. Such efforts must include the use of those procedures issued by the federal regulatory agency
charged with oversight of County’s activities (e.g. the Federal Trade Commission, the applicable
banking or credit union regulator) applicable to the disposal of consumer report information or
records,
13. use commercially reasonable efforts to secure Data when stored on servers, subject to the following
requirements: (i) servers storing Data must be separated from the Internet or other public networks by
firewalls which are managed and configured to meet industry accepted best practices, (ii) protect Data
through multiple layers of network security, including but not limited to, industry-recognized
firewalls, routers, and intrusion detection/prevention devices (IDS/IPS), (iii) secure access (both
physical and network) to systems storing Data, which must include authentication and passwords that
are changed at least every ninety (90) days; and (iv) all servers must be kept current and patched on a
timely basis with appropriate security-specific system patches, as they are available,
14. not allow Data to be displayed via the Internet unless utilizing, at a minimum, a three-tier architecture
configured in accordance with industry best practices, and
15. use commercially reasonable efforts to establish procedures and logging mechanisms for systems and
networks that will allow tracking and analysis in the event there is a compromise, and maintain an
audit trail history for at least three (3) months for review.
b.If TALX reasonably believes that County has violated this Section 6, TALX may, in addition to any other
remedy authorized by this Agreement, with reasonable advance written notice to County and at TALX’s
sole expense, conduct, or have a third party conduct on its behalf, an audit of County’s network security
systems, facilities, practices and procedures to the extent TALX reasonably deems necessary, including
an on-site inspection, to evaluate County’s compliance with the data security requirements of this Section
6.
7. CONFIDENTIALITY. To the extent consistent with law, each party acknowledges that all materials and
information disclosed by a party (“Disclosing Party”) to another party (“Recipient”) in connection with
performance of this Agreement, including the terms of this Agreement and the pricing terms contained in
Exhibit B of CDSS Agreement 15-STD-00907, consist of confidential and proprietary data (“Confidential
Information”). Each Recipient will hold those materials and that information in strict confidence, and will
restrict its use of those materials and that information to the purposes anticipated in this Agreement. If the
law or legal process requires Recipient to disclose confidential and proprietary data, Recipient will notify the
Disclosing Party of the request. Thereafter, the Disclosing Party may seek a protective order or waive the
confidentiality requirements of this Agreement, provided that Recipient may only disclose the minimum
amount of information necessary to comply with the requirement. Recipient will not be obligated to hold
confidential any information from the Disclosing Party which (a) is or becomes publicly known, (b) is
received from any person or entity who, to the best of Recipient’s knowledge, has no duty of confidentiality
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 5 of 15
to the Disclosing Party, (c) was already known to Recipient prior to the disclosure, and that knowledge was
evidenced in writing prior to the date of the other party’s disclosure, or (d) is developed by the Recipient
without using any of the Disclosing Party’s information. The rights and obligations of this Section 7 with
respect to (i) confidential and proprietary data that constitutes a “trade secret” (as defined by applicable law),
will survive termination of this Agreement for so long as such confidential and proprietary information
remains a trade secret under applicable law; and (ii) all other confidential and proprietary data, will survive
the termination of this Agreement for the longer of two (2) years from termination, or the confidentiality
period required by applicable law.
TALX acknowledges that Agency and County are Public Agencies subject to the California Public
Records Act (Government Code section 6250 et seq.) and Brown Act (Government Code section 54950
et seq.) and are required to make available for inspection public contracts unless exempted by law.
TALX agrees that Agency and County may make available for public inspection the contents of
Agreement 15-STD-00907 and/or the associated County Memorandum of Understanding if required
under the California Public Records Act and Brown Act without providing prior notice to TALX.
8. TERM AND TERMINATION.Unless otherwise provided for in Exhibit B – Budget Detail and Payment
Provisions, TALX may change the price of the Service and/or the Service Schedule and/or Description with
thirty (30) days notice. Agency’s use of the Service after such thirty (30) day period shall constitute its
agreement to such change(s), without prejudice to its right to terminate this Agreement as provided above. If
either party materially breaches this Agreement, the non-breaching party may terminate this Agreement after
providing written notice of the breach to the breaching party with fifteen (15) calendar days opportunity to
cure. TALX may, in its own discretion, suspend services during any cure period. Either party, by written
notice to the other party, may immediately terminate this Agreement or suspend any Service(s) if based on a
reasonable belief that the other party has violated the FCRA, any of the state law counterparts to the FCRA,
or any other applicable law or regulation for Client.
9. RIGHTS TO SERVICE.The Service and the Data, including all rights thereto, are proprietary to TALX.
10. WARRANTY.TALX warrants that the Service will be performed in all material respects in a reasonable
and workmanlike manner and in compliance with laws and regulations applicable to TALX’ performance
thereof. Agency and County acknowledge that the ability of TALX to provide accurate information is
dependent upon receipt of accurate information from employers. TALX does not warrant that the Service will
be error free. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, TALX MAKES NO
OTHER WARRANTIES AS TO THE SERVICE OR THE DATA, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF GOOD TITLE, MERCHANTABILITY, AND/OR
FITNESS FOR A PARTICULAR PURPOSE EVEN IF TALX KNOWS OF SUCH PURPOSE.
11. INDEMNIFICATION.County and TALX agree to indemnify, defend and hold harmless (“Indemnify”) the
other party and its affiliates, and their directors, officers and employees (each, an “Indemnified Party”), from
and against claims, demands, liabilities, suits, damages, expenses and costs, including reasonable attorneys’,
experts’ and investigators’ fees and expenses (“Claims”), but only in proportion to and to the extent such
claims, demands, liabilities, suits, damages, expenses and costs, including reasonable attorneys’ fees, experts’
and investigators fees and expenses brought by third parties against the Indemnified Party and are caused by
or arise from the indemnifying party’s, or its affiliates’, directors’, officers’ or employees’ (“Indemnifying
Party”) (i) breach of this Agreement, (ii) negligent or intentional, wrongful act or omission, (iii) infringement
on third party proprietary rights. Further, each party agrees to Indemnify the other from and against the
Indemnifying Party’s (i) violation of applicable law, or (ii) breach of Section 7 Confidentiality.
12. LIMITATION OF LIABILITY.In no event shall either party or its officers, agents or employees be liable
for loss of profits or for indirect, special, incidental or consequential damages arising out of or related to the
performance of this Agreement, even if that party has been advised of the possibility of such damages. In no
event shall damages of any kind payable by TALX hereunder exceed the sum paid by Agency for the service
which causes Agency’s or County’s claim.
13. APPLICABLE LAW.This Agreement shall be governed by the laws of the State of California, without
giving effect to the principles of conflict of laws thereof.
Agreement 15-STD-00907 REVISED Exhibit E – Attachment 2
CDSS/TALX Corporation Page 6 of 15
14. FORCE MAJEURE.Neither party will be liable to the other for any delay, or interruption in performance
as to any obligation hereunder resulting from governmental emergency orders, judicial or governmental
action, emergency regulations, sabotage, riots, vandalism, labor strikes or disputes, acts of God, fires,
electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third
parties, or delays or interruptions in performance beyond its reasonable control.
15. MISCELLANEOUS.Except as otherwise provided in this Agreement, this Agreement may be amended
only by a subsequent writing signed by both parties. This Agreement may not be assigned or transferred by
Agency without TALX’ prior written consent. This Agreement shall be freely assignable by TALX and shall
inure to the benefit of and be binding upon the permitted assignee of either Agency or TALX. If any
provision of this Agreement is held to be invalid or unenforceable under applicable law in any jurisdiction,
the validity or enforceability of the remaining provisions thereof shall be unaffected as to such jurisdiction
and such holding shall not affect the validity or enforceability of such provision in any other jurisdiction. To
the extent that any provision of this Agreement is held to be invalid or unenforceable because it is overbroad,
that provision shall not be void but rather shall be limited only to the extent required by applicable law and
enforced as so limited. Any notice under this Agreement shall be effective upon personal delivery by an
overnight or other courier or delivery service, or three (3) days after pre-paid deposit with the postal service,
in either case to the party’s address in the first sentence of this Agreement or any substitute therefore provided
by notice.
Agreement 15-STD-00907 Exhibit E – Attachment 2
CDSS/TALX Corporation Page 7 of 15
UNIVERSAL MEMBERSHIP AGREEMENT
for
The Work Number®Social Services
Exhibit 1
All users of consumer reports must comply with all applicable regulations. Information about applicable regulations currently
in effect can be found at the Consumer Financial Protection Bureau's website, www.consumerfinance.gov/learnmore.
NOTICE TO USERS OF CONSUMER REPORTS: OBLIGATIONS OF USERS UNDER THE FCRA
The Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681y, requires that this notice be provided to inform users of consumer
reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the
Consumer Financial Protection Bureau's (CFPB) website at www.consumerfinance.gov/learnmore.At the end of this document is a
list of United States Code citations for the FCRA. Other information about user duties is also available at the CFPB’s website.
Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA.
The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent
sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the
legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional
obligations and will receive a separate notice from the CRA describing your duties as a furnisher.
I. OBLIGATIONS OF ALL USERS OF CONSUMER REPORTS
A. Users Must Have a Permissible Purpose
Congress has limited the use of consumer reports to protect consumers' privacy. All users must have a permissible purpose
under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are;
x As ordered by a court or a federal grand jury subpoena. Section 604(a)(1)
x As instructed by the consumer in writing. Section 604(a)((2)
x For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer's
account. Section 604(a)(3)(A)
x For employment purposes, including hiring and promotion decision, where the consumer has given written permission.
Section 604(a)(3)(B) and 604(b)
x For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C)
x When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section
604(a)(3)(F)(i)
x To review a consumer's account to determine whether the consumer continues to meet the terms of the account. Section
604(a)(3)(F)(ii)
x To determine a consumer's eligibility for a license or other benefit granted by a governmental instrumentality required by
law to consider an applicant's financial responsibility or status. Section 604(a)(3)(D)
x For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks
associated with an existing credit obligation. Section 604(a)(3)(E)
x For use by state and local officials in connection with the determination of child support payments, or modifications and
enforcement thereof.Sections 604(a)(4) and 604(a)(5)
In addition, creditors and insurers may obtain certain consumer report information for the purpose of making “prescreened”
unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of “prescreened” information are described
in Section VII below.
B. Users Must Provide Certifications
Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has
certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for
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CDSS/TALX Corporation Page 8 of 15
any other purpose.
C. Users Must Notify Consumers When Adverse Actions Are Taken
The term “adverse action” is defined very broadly by Section 603. “Adverse actions” include all business, credit, and employment
actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of the FCRA - such as
denying or canceling credit or insurance, or denying employment or promotion. No adverse action occurs in a credit transaction where
the creditor makes a counteroffer that is accepted by the consumer.
1. Adverse Actions Based on Information Obtained From a CRA
If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer
report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means.
It must include the following:
x The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA)
that provided the report.
x A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made.
x A statement setting forth the consumer's right to obtain a free disclosure of the consumer's file from the CRA if the
consumer makes a request within 60 days.
x A statement setting forth the consumer's right to dispute directly with the CRA the accuracy or completeness of any
information provided by the CRA.
2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Consumer Reporting
Agencies
If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or partly upon
information from a person other than a CRA, and the information is the type of consumer information covered by the FCRA, Section
615(b)(1) requires that the user clearly and accurately disclose to the consumer his or her right to be told the nature of the information
that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure
within a reasonable period of time following the consumer's written request.
3. Adverse Actions Based on Information Obtained From Affiliates
If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on
information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the
information by common ownership or control, Section 615(b)(2) requires the user to notify the consumer of the adverse action. The
notice must inform the consumer that he or she may obtain a disclosure of the nature of the information relied upon by making a
written request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the
nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates
and then used for an adverse action, the user must make an adverse action disclosure as set forth in I.C.1 above.
D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files
When a consumer has placed a fraud alert, including one relating to identity theft, or an active duty military alert with a nationwide
consumer reporting agency as defined in Section 603(p) and resellers, Section 605A(h) imposes limitations on users of reports
obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit user must have
reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the consumer at
a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance
with the contact information provided in the consumer's alert.
E. Users Have Obligation When Notified of an Address Discrepancy
Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a
consumer provided by the user in requesting the report is substantially different from the addresses in the consumer’s file. When this
occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at
www.consumerfinance.gov/learnmore.
F. User Have Obligation When Disposing of Records
Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing
this information. Federal regulations have been issued that cover disposal.
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CDSS/TALX Corporation Page 9 of 15
II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURES
If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on
material terms that are materially less favorable than the most favorable terms available to a substantial proportion of consumers from
or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the
consumer in accordance with regulations prescribed by the
Section 609(g) requires a disclosure by all persons that make or arrange loans secures by residential real property (one to four units)
and that use credit scores.
These persons must provide credit scores and other information about credit scores to applicants, including the disclosure set forth in
Section 609(g)(1)(D) (“Notice to the Home Loan Applicant”).
III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT
PURPOSES
A. Employment Other Than in the Trucking Industry
If information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of the
FCRA. The user must:
x Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists
solely of the disclosure, that a consumer report may be obtained.
x Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may
be obtained at the time of employment.
x Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in
violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on
the consumer report, a copy of the report and a summary of the consumer's rights will be provided to the consumer.
x Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary of
consumer's rights. (The user should receive this summary from the CRA.) A Section 615(a) adverse action notice should be
sent after the adverse action is taken.
An adverse action notice also is required in employment situations if credit information (other than transactions and experience data)
obtained from an affiliate is used to deny employment. Section 615(b)(2)
The procedures for investigative consumer reports and employee misconduct investigations are set forth below.
B. Employment in the Trucking Industry
Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail,
telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be made
orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting
the company.
IV. OBLIGATIONS WHEN INVESTIGATIVE CONSUMER REPORTS ARE USED
Investigative consumer reports are a special type of consumer report in which information about a consumer's character, general
reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person that is a
consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA. If a user intends
to obtain an investigative consumer report, Section 606 requires the following:
x The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in a
written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three days
after the date on which the report was first requested. The disclosure must include a statement informing the consumer of
his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the
summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by
the CRA that conducts the investigation.)
x The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the
disclosure described below.
x Upon the written request of a consumer made within a reasonable period of time after the disclosures required above, the
user must make a complete disclosure of the nature and scope of the investigation. This must be made in a written statement
that is mailed, or otherwise delivered, to the consumer no later than five days after the date on which the request was
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CDSS/TALX Corporation Page 10 of 15
received from the consumer or the report was first requested, whichever is later in time.
V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONS
Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with
Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of the
employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures
set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action
is taken based on the investigation.
VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATION
Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that
appears in a coded form that does not identify the medical provider). If the information is to be used for an insurance transaction, the
consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment
purposes – or in connection with a credit transaction (except as provided in federal regulations) – the consumer must provide specific
written consent and the medical information must be relevant. Any user who receives medical information shall not disclose the
information to any other person (except where necessary to carry out the purpose for which the information was disclosed, or as
permitted by statute, regulation, or order).
VII. OBLIGATIONS OF USERS OF “PRESCREENED” LISTS
The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers
of credit or insurance under certain circumstance. Section 603(1), 604(c), 604(E), and 615(d). This practice is known as
“prescreening” and typically involves obtaining from a CRA a list of consumers who meet certain preestablished criteria. If any
person intends to use prescreened list, that person must (1) before the offer is made, establish the criteria that will be relied upon to
make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a three-year period beginning on the date on
which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear and conspicuous
statement that:
x Information contained in a consumer's CRA file was used in connection with the transaction.
x The consumer received the offer because he or she satisfied the criteria for credit worthiness insurability used to screen for
the offer.
x Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not meet
the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the consumer does
not furnish required collateral.
x The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or
insurance by contacting the notification system established by the CRA that provided the report. The statement must
include the address and toll-free telephone number of the appropriate notification system.
In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with
which users must comply. The relevant regulation is 12 CFR 1022.54.
VIII. OBLIGATIONS OF RESELLERS
A. Disclosure and Certification Requirements
Section 607(e) requires any person who obtains a consumer report for resale to take the following steps:
x Disclose the identity of the end-user to the source CRA.
x Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user.
x Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including
procedures to obtain:
(1) the identity of all end-users;
(2) certifications from all users of each purpose for which reports will be used;and
(3) certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller.
Resellers must make reasonable efforts to verify this information before selling the report.
Agreement 15-STD-00907 Exhibit E – Attachment 2
CDSS/TALX Corporation Page 11 of 15
B. Reinvestigations by Resellers
Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller, the
reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the information. If not,
the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the reseller of the results of an
investigation, the reseller must immediately convey the information to the consumer.
C. Fraud Alerts and Resellers
Section 605A(f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to include
these in their reports.
IX. LIABILITY FOR VIOLATIONS OF THE FCRA
Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private
lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false
pretenses may face criminal prosecution. Section 619.
The CFPB’s website, www.consumerfinance.gov/learnmore, has more information about the FCRA, including publications
for businesses and the full text of the FCRA.
Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.:
Section 602 15 U.S.C. 1681
Section 603 15 U.S.C. 1681a
Section 604 15 U.S.C. 1681b
Section 605 15 U.S.C. 1681c
Section 605A 15 U.S.C. 1681cA
Section 605B 15 U.S.C. 1681cB
Section 606 15 U.S.C. 1681d
Section 607 15 U.S.C. 1681e
Section 608 15 U.S.C. 1681f
Section 609 15 U.S.C. 1681g
Section 610 15 U.S.C. 1681h
Section 611 15 U.S.C. 1681i
Section 612 15 U.S.C. 1681j
Section 613 15 U.S.C. 1681k
Section 614 15 U.S.C. 1681l
Section 615 15 U.S.C. 1681m
Section 616 15 U.S.C. 1681n
Section 617 15 U.S.C. 1681o
Section 618 15 U.S.C. 1681p
Section 619 15 U.S.C. 1681q
Section 620 15 U.S.C. 1681r
Section 621 15 U.S.C. 1681s
Section 622 15 U.S.C. 1681s-1
Section 623 15 U.S.C. 1681s-2
Section 624 15 U.S.C. 1681t
Section 625 15 U.S.C. 1681u
Section 626 15 U.S.C. 1681v
Section 627 15 U.S.C. 1681w
Section 628 15 U.S.C. 1681x
Section 629 15 U.S.C. 1681y
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CDSS/TALX Corporation Page 12 of 15
UNIVERSAL MEMBERSHIP AGREEMENT
for
The Work Number®Social Services
Exhibit 2
VERMONT FAIR CREDIT REPORTING CONTRACT CERTIFICATION
The undersigned, (“Agency”), acknowledges that it subscribes to receive various information services from TALX
Corporation (“TALX”) in accordance with the Vermont Fair Credit Reporting Statute, 9 V.S.A. § 2480e (1999), as
amended (the “VFCRA”), and the federal Fair Credit Reporting Act, 15, U.S.C. 1681 et. seq., as amended (the “FCRA”),
and its other state law counterparts. In connection with Agency's continued use of TALX services in relation to Vermont
consumers, Agency hereby certifies as follows:
Vermont Certification. Agency certifies that it will comply with applicable provisions under Vermont law. In particular,
Agency certifies that it will order Data relating to Vermont residents, that are credit reports as defined by the VFCRA,
only after Agency has received prior consumer consent in accordance with VFCRA § 2480e and applicable Vermont
Rules. Agency further certifies that the attached copy of VFCRA § 2480e applicable Vermont Rules were received from
TALX.
Agency:
Signed By: ________________________________________________
Printed Name and Title:
Account Number:
Date: ______________________________________________________
Please also include the following information:
Compliance Officer or Person Responsible for Credit Reporting Compliance
Name:
Title:
Mailing Address:
E-Mail Address:
Phone: Fax:
Agreement 15-STD-00907 Exhibit E – Attachment 2
CDSS/TALX Corporation Page 13 of 15
Vermont Fair Credit Reporting Statute, 9 V.S.A. § 2480e (1999)
§ 2480e. Consumer consent
(a) A person shall not obtain the credit report of a consumer unless:
(1) the report is obtained in response to the order of a court having jurisdiction to issue such an order; or
(2) the person has secured the consent of the consumer, and the report is used for the purpose consented to by the
consumer.
(b) Credit reporting agencies shall adopt reasonable procedures to assure maximum possible compliance with subsection
(a) of this section.
(c) Nothing in this section shall be construed to affect:
(1) the ability of a person who has secured the consent of the consumer pursuant to subdivision (a)(2) of this section to
include in his or her request to the consumer permission to also obtain credit reports, in connection with the same
transaction or extension of credit, for the purpose of reviewing the account, increasing the credit line on the account, for
the purpose of taking collection action on the account, or for other legitimate purposes associated with the account; and
(2) the use of credit information for the purpose of prescreening, as defined and permitted from time to time by the
Federal Trade Commission.
____________________________________________________________________________________________
VERMONT RULES *** CURRENT THROUGH JUNE 1999 ***
AGENCY 06. OFFICE OF THE ATTORNEY GENERAL
SUB-AGENCY 031. CONSUMER PROTECTION DIVISION
CHAPTER 012. Consumer Fraud--Fair Credit Reporting
RULE CF 112 FAIR CREDIT REPORTING
CVR 06-031-012, CF 112.03 (1999)
CF 112.03 CONSUMER CONSENT
(a) A person required to obtain consumer consent pursuant to 9 V.S.A. §§ 2480e and 2480g shall obtain said
consent in writing if the consumer has made a written application or written request for credit, insurance,
employment, housing or governmental benefit. If the consumer has applied for or requested credit, insurance,
employment, housing or governmental benefit in a manner other than in writing, then the person required to
obtain consumer consent pursuant to 9 V.S.A. §§ 2480e and 2480g shall obtain said consent in writing or in the
same manner in which the consumer made the application or request. The terms of this rule apply whether the
consumer or the person required to obtain consumer consent initiates the transaction.
(b) Consumer consent required pursuant to 9 V.S.A. §§ 2480e and 2480g shall be deemed to have been obtained in
writing if, after a clear and adequate written disclosure of the circumstances under which a credit report or credit reports
may be obtained and the purposes for which the credit report or credit reports may be obtained, the consumer indicates his
or her consent by providing his or her signature.
(c) The fact that a clear and adequate written consent form is signed by the consumer after the consumer's credit report
has been obtained pursuant to some other form of consent shall not affect the validity of the earlier consent.
Agreement 15-STD-00907 Exhibit E – Attachment 2
CDSS/TALX Corporation Page 14 of 15
UNIVERSAL MEMBERSHIP AGREEMENT
for
The Work Number®Verifier Services
Exhibit 3
The federal Fair Credit Reporting Act (FCRA) promotes the accuracy, fairness, and privacy of information in the files of consumer
reporting agencies. There are many types of consumer reporting agencies, including credit bureaus and specialty agencies (such as
agencies that sell information about check writing histories, medical records, and rental history records). Here is a summary of your
major rights under the FCRA. For more information, including information about additional rights, go
to www.consumerfinance.gov/learnmore or write to: Consumer Financial Protection Bureau, 1700 G Street N.W.,
Washington, DC 20552.
•You must be told if information in your file has been used against you.Anyone who uses a credit report or another type of
consumer report to deny your application for credit, insurance, or employment - or to take another adverse action against you - must
tell you, and must give you the name, address, and phone number of the agency that provided the information.
•You have the right to know what is in your file.You may request and obtain all the information about you in the files of a
consumer reporting agency (your “file disclosure”). You will be required to provide proper identification, which may include your
Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if:
x a person has taken adverse action against you because of information in your credit report;
x you are the victim of identity theft and place a fraud alert in your file;
x your file contains inaccurate information as a result of fraud;
x you are on public assistance;
x you are unemployed but expect to apply for employment within 60 days.
In addition, all consumers are entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and
from nationwide specialty consumer reporting agencies. See www.consumerfinance.gov/learnmore for additional information.
•You have the right to ask for a credit score.Credit scores are numerical summaries of your credit-worthiness based on
information from credit bureaus. You may request a credit score from consumer reporting agencies that create scores or distribute
scores used in residential real property loans, but you will have to pay for it. In some mortgage transactions, you will receive credit
score information for free from the mortgage lender.
•You have the right to dispute incomplete or inaccurate information.If you identify information in your file that is incomplete or
inaccurate, and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous.
See www.consumerfinance.gov/learnmore for an explanation of dispute procedures.
•Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information.Inaccurate,
incomplete or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency
may continue to report information it has verified as accurate.
•Consumer reporting agencies may not report outdated negative information.In most cases, a consumer reporting agency may
not report negative information that is more than seven years old, or bankruptcies that are more than 10 years old.
•Access to your file is limited.A consumer reporting agency may provide information about you only to people with a valid need -
usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a
valid need for access.
•You must give your consent for reports to be provided to employers.A consumer reporting agency may not give out information
about you to your employer, or a potential employer, without your written consent given to the employer. Written consent generally is
not required in the trucking industry. For more information, go to www.consumerfinance.gov/learnmore.
•You may limit “prescreened” offers of credit and insurance you get based on information in your credit report.Unsolicited
“prescreened” offers for credit and insurance must include a toll-free phone number you can call if you choose to remove your name
and address from the lists these offers are based on. You may opt out with the nationwide credit bureaus at 1-888-5-OPT OUT (1-888-
567-8688).
•You may seek damages from violators.If a consumer reporting agency, or in some cases, a user of consumer reports or a furnisher
of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.
•Identity theft victims and active duty military personnel have additional rights.For more information,
visit www.consumerfinance.gov/learnmore.
Agreement 15-STD-00907 Exhibit E – Attachment 2
CDSS/TALX Corporation Page 15 of 15
States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more
rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney
General. For information about your federal rights, contact:
TYPE OF BUSINESS: CONTACT:
1.a. Banks, savings associations, and credit unions with total assets of over
$10 billion and their affiliates.
b.Such affiliates that are not banks, savings associations, or credit unions
also should list, in addition to the CFPB:
a.Consumer Financial Protection Bureau
1700 G Street NW
Washington, DC 20552
b.Federal Trade Commission: Consumer Response Center - FCRA
Washington, DC 20580
(877) 382-4357
2.To the extent not included in item 1 above:
a.National banks, federal savings associations, and federal branches and
federal agencies of foreign banks
b.State member banks, branches and agencies of foreign banks (other than
federal branches, federal agencies, and Insured State Branches of Foreign
Banks), commercial lending companies owned or controlled by foreign
banks, and organizations operating under section 25 or 25A of the Federal
Reserve Act
c.Nonmember Insured Banks, Insured State Branches of Foreign Banks,
and insured state savings associations
d.Federal Credit Unions
a.Office of the Comptroller of the Currency
Customer Assistance Group
1301 McKinney Street, Suite 3450
Houston, TX 77010-9050
b.Federal Reserve Consumer Help Center
P.O. Box 1200
Minneapolis, MN 55480
c.FDIC Consumer Response Center
1100 Walnut Street, Box #11
Kansas City, MO 64106
d.National Credit Union Administration
Office of Consumer Protection (OCP)
Division of Consumer Compliance and Outreach (DCCO)
1775 Duke Street
Alexandria, VA 22314
3.Air carriers Asst. General Counsel for Aviation Enforcement & Proceedings Aviation
Consumer Protection Division
Department of Transportation
1200 New Jersey Avenue, SE
Washington, DC 20590
4.Creditors Subject to Surface Transportation Board Office of Proceedings, Surface Transportation Board
Department of Transportation
395 E Street, SW
Washington, DC 20423
5.Creditors Subject to Packers and Stockyards Act, 1921 Nearest Packers and Stockyards Administration area supervisor
6.Small Business Investment Companies Associate Deputy Administrator for Capital Access
United States Small Business Administration
409 Third Street, SW, 8th Floor
Washington, DC 20416
7.Brokers and Dealers Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
8.Federal Land Banks, Federal Land Bank Associations, Federal
Intermediate Credit Banks, and Production Credit Associations
Farm Credit Administration
1501 Farm Credit Drive
McLean, VA 22102-5090
9.Retailers, Finance Companies, and All Other Creditors Not Listed Above FTC Regional Office for region in which the creditor operates or
Federal Trade Commission: Consumer Response Center - FCRA
Washington, DC 20580
(877) 382-4357
Agreement 15-STD-00907 A-1 Page 1 of 3
CDSS/TALX Corporation
EXHIBIT D
(Standard Agreement)
SPECIAL TERMS AND CONDITIONS
A. Dispute Provisions
1. If the Contractor disputes a decision of the State’s designated representative regarding the
performance of this Agreement or on other issues for which the representative is authorized by
this Agreement to make a binding decision, Contractor shall provide written dispute notice to
the State’s representative within 15 calendar days after the date of the action. The written
dispute notice shall contain the following information:
a. the decision under dispute;
b. the reason(s) Contractor believes the decision of the State representative to have been in
error (if applicable, reference pertinent contract provisions);
c. identification of all documents and substance of all oral communication which support
Contractor’s position; and
d. the dollar amount in dispute, if applicable.
2. Upon receipt of the written dispute notice, the State program management will examine the
matter and issue a written decision to the Contractor within 15 calendar days. The decision of
the representative shall contain the following information:
a. a description of the dispute;
b. a reference to pertinent contract provisions, if applicable;
c. a statement of the factual areas of agreement or disagreement; and
d. a statement of the representative’s decision with supporting rationale.
3. The decision of the representative shall be final unless, within 30 days from the date of receipt
of the representative’s decision, Contractor files with the California Department of Social
Services a notice of appeal addressed to:
California Department of Social Services
744 P Street, M.S. 8-14-747
Sacramento, CA 95814
Attention: Chief, Contracts and Purchasing Bureau
Pending resolution of any dispute, Contractor shall diligently continue all contract work and
comply with all of the representative’s orders and directions.
B. Termination Without Cause
This Agreement may be terminated without cause by the State upon 30 days written notice to the
contractor.
C. Debarment and Suspension
For federally funded agreements, Contractor certifies that to the best of his/her knowledge and
belief that he/she and their principals or affiliates or any sub-contractor utilized under this agreement,
are not debarred or suspended from federal financial assistance programs and activities nor
proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered
transactions by any federal department or agency. The Contractor also certifies that it or any of its
sub-contractors are not listed with any active exclusions on the System for Award Management
(http://www.sam.gov) (Executive Order 12549, 2 CFR Parts 180, 376, 417 and 2336).
Rev: 1/25/16
Agreement 15-STD-00907 A-1 Page 2 of 3
CDSS/TALX Corporation
EXHIBIT D
(Standard Agreement)
D. Certification Regarding Lobbying
Applicable to Grants, Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in
Federal Funds.
1. For Agreements with Contractors who are State entities not under the authority of the Governor,
or cities, private firms or agencies which are receiving in excess of $100,000 in federal funds
from CDSS to perform services. By signing this Agreement the Contractor certifies that to the
best of his or her knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, 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 of a
cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of a Federal contract, grant, loan, or cooperative agreement.
b. 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 any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with this Federal Grant or agreement, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in
accordance with its instructions.
c. The Contractor shall require that the language of this certification be included in the award
documents for all covered subawards exceeding $100,000 in Federal funds at all
appropriate tiers and that all subrecipients shall certify and disclose accordingly.
2. This certification is a prerequisite for making or entering into this transaction and is imposed by
Section 1352, Title 31, U. S. Code. This certification is a material representation of fact upon
which reliance was placed when this transaction was made or entered into. Any person who fails
to file the required certification shall be subject to a civil penalty of no less than $10,000 and not
more than $100,000 for each such failure.
E. Computer Software Copyrights
Contractor certifies that it has appropriate systems and controls in place to ensure that state funds
will not be used in the performance of this contract for the acquisition, operation or maintenance of
computer software in violation of copyright laws.
F. OMB Audit
Pursuant to Office of Management and Budget (OMB) audit requirement regulations (2 C.F.R. §
200.501), non-federal entities that expend $750,000 or more in a year in Federal awards from all
sources combined shall have a single or program-specific audit conducted for that year in
accordance with the provisions of 2 C.F.R. § 200.514 (previously OMB Circular A-133). All OMB
audit reports shall meet the report submission requirements established in 2 C.F.R § 200.512 and a
copy shall be forwarded to CDSS.
Rev: 1/25/16
Agreement 15-STD-00907 A-1 Page 3 of 3
CDSS/TALX Corporation
EXHIBIT D
(Standard Agreement)
G.Subcontractors
(Applicable to agreements in which the Contractor subcontracts out a portion of the work) Nothing
contained in this Agreement or otherwise shall create any contractual relationship between CDSS
and any subcontractors, and no subcontractor shall relieve the Contractor of its responsibilities and
obligations hereunder. The Contractor agrees to be fully responsible to CDSS for the acts and
omissions of its subcontractors and of persons either directly or indirectly employed by any of them
as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s
obligation to pay its subcontractors is an independent obligation from the obligation of CDSS to make
payments to the Contractor. As a result, CDSS shall have no obligation to pay or to enforce the
payment of any moneys to any subcontractor.
H. Indirect Costs/Administrative Overhead
For agreements with other governmental entities and public universities, indirect costs are expenses
incurred for administrative services such as, but not limited to, accounting; personnel and payroll
administration; accounts payable services; general and specialized insurance coverage; compliance
and regulatory monitoring; independent audit services; and legal services. Indirect costs are applied
to personnel, operating expenses, supplies, equipment, and travel expenses. Per State Contracting
Manual, Section 3.06.B, agencies shall assure that all administrative fees are reasonable considering
the services being provided. Agencies may only pay overhead charges on the first $25,000 of each
subcontract. Any subcontractor receiving $25,000 or more must be clearly identified in the budget
display and excluded when the total indirect costs are calculated.
Rev: 1/25/16