HomeMy WebLinkAbout28750ONTRACT INFORMATION SHEET
DATE: October 31, 2016
Contract No.: P-16-417-C Vendor Number:
Contract Title: Name/Address:
U.l. 3 rd Party
Administrator
Contract Period: 10/01 /16 -09/30/19 Representative:
Using Agencies: Human Resources Phone No.:
Email:
Terms: Net 45 ~~~---------------
Total Contract Amt.: $34,000 .00 ~~~~~-----------
BuyerName: _s_._w_._K_ir_b~y __________ _
Requisition No: 8921700130 Org: 89250100
Supersedes:
D NEW '-----'~ RENEWAL I XXX I ADJUSTMENT
D TICKDATE I RE FERENCE (RFQ# I RFP#) '------'
0000156713
T ALX Corp. dba Equifax
Workforce Sol utions
11432 Lackland Rd.
St. Louis, MO 63146
Steve Schutz
314.684.2965
Steve.Schutz@egu ifax.com
DESCRIPTION: Amendment #1 to cancel 'The Work Number' porti on of the contract and to change the cost managem ent fee to
$6,350.00 . Th is fee w ill in c rease by three percent (3%) o n each anniversary of the Effective Date and will be invoiced on the first day of the
ca lendar quarter in which Serv ices are to be performed.
SPECIAL INSTRUCTIONS:
DISTRIBUTION: Completed By: Date: Completed By: Date
DEPARTMENT: Human Resources
REQUISITIONER: Jason Blanks
Rev 1/2/!5
DocuSign Envelope ID : E6ED376B-7742-4231-925E-B849EB180CDD P-lb-4t7 .. C
AMENDMENT TO THE UNIVERSAL SERVICE AGREEMENT
This Amendment is accepted and agreed to by the following authorized representatives of the parties and each
person signing below represents and warrants that he or she has the necessary authority to bind the principal set
forth below.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the Effective Date written
below.
T ALX Corporation, provider of
CLIENT: County of Fresno Equifax Workforce Solutions
4525 East Hamilton 2nd Floor
ADDRESS: ADDRESS: 11432 Lackland Road
Fresno, California 93702 St. Louis.MO 63146
Signed By: ~Cb..AMA -Signed By: !Jj~~
Printed Name: Printed Name: Greg Creeru Gary Co nuelle
Title: Purchasing Manager Title: senior Financial officer
Date: Date: 11/30/2016 I 17:41:37 PST
This Amendment ("Amendment") is by and between TALX Corporation (a provider of Equifax Workforce
Solutions), a Missouri corporation ("EWS") and County of Fresno ("Client"), and is effective as of October 1,
2016 ("Effective Date"). This Amendment is entered into with the express agreement that except as addressed
herein, all terms, conditions and stipulations contained in the Universal Service Agreement between EWS and
Client, with an Effective Date of October 1, 2016, (the "Agreement") shall remain in full force and effect and
without any change or modification whatsoever. For the purposes of this Amendment, all capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the Agreement.
WHEREAS, the parties desire to amend the Agreement, as set forth herein and hereby reaffirm and ratify
each of the terms and conditions in the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and for
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to
amend the Agreement as follows:
Amendment to Schedule C -Employment Verifications dated October 1, 2016 and its corresponding
Schedule 0 ("TWN Schedule")
The parties agree that the TWN Schedule is hereby terminated.
Effect of Amendment; Entire Agreement. This Amendment together with the Agreement (and any attachments,
addenda, and supplements thereto) shall be the complete and exclusive statement of the Agreement between the
parties as to the subject matter of the Agreement, and shall be binding upon each of the parties hereto, their
respective successors and to the extent permitted their assigns. In the event of a conflict between the terms and
conditions hereof, and the terms and conditions of the Agreement, the specific terms and conditions set forth in
the Amendment shall govern.
Miscellaneous; other Terms. Neither this Amendment nor the Agreement can be amended or otherwise
modified, except as agreed to in writing by each of the parties hereto .
October 1, 2012 Template
CUS-52885/ FOR EXECUTION
8NS Amendment
LRD October 7, 2016
SCHEDULE A-UNEMPLOYMENT COST MANAGEMENT SERVICE
SERVICE PROVIDER, TERM AND FEES FOR SERVICES
CLIENT NAME: County of Fresno EFFECTIVE DATE:
P-llo-4 Vi-C
October I, 2016
The EWS Unemployment Cost Management Service is an unemployment cost control service provided by TALX Corporation (a provider
of Equifax Workforce Solutions), a Missouri corporation ("EWS"). EWS will render comprehensive unemployment cost control
services, detailed below (each, a "Service") to Client in strict compliance with state regulations. Client authorizes EWS as its authorized
agent to provide the Service. EWS shall provide the Service in accordance with the Universal Service Agreement ("Agreement"), this
Schedule and Schedule B (which are part of the Agreement) utilizing the employment information supplied by Client. All capitalized terms
used herein and not otherwise det1ned shall have the meaning set forth in Agreement. The parties agree that this Schedule supersedes and
replaces in its entirety the Schedule A-Unemployment Cost Management Service dated October 1, 2016 with a last elate of signature of July
7, 2016.
I) Term. This Schedule shall be for an initi al term of three (3) years from the Effective Date hereof. This Schedule may renew for t\vo (2)
additional one (1) year terms on written mutual consent of the parties.
2) Termination. Either party may tenninate this Schedule if the other party has materially breached the Agreement, provided that the
party claiming breach must give the other party at least thirty (30) days prior written notice in which to cure the breach before
terminating this Schedule.
3) Payment Terms. All fees shall be invoiced as stated .in Exhibit, I attached hereto and made part of this Schedule A.
• Invoices are due net thirty (30) days.
<> Except to the extent that Client has provided an exemption certificate, direct pay permit or other such appropriate documentation,
EWS shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption and other similar
transaction taxes however designated that are properly levied by any ta."Xing authority upon the provision of the Services, excluding,
however, any state or local privilege or franchise taxes, taxes based upon net income and any taxes or amounts in lieu thereof paid
or payable by EWS as a result of the foregoing excluded items .
o All prices are in U.S. dol.lars.
4) Authority. EWS is not a tax preparer, and therefore, disclaims any and all responsibility for preparation of Client's federal la"l: return.
At no time will EWS render or be required to render any service that could be interpreted as the practice of law or accountancy.
FUlthermorc, EWS Hearing Representation is limited to unemployment matters presented before an administrative agency or tribunal.
At no time will EWS Hearing Representation include representation for matters brought in any judicial court.
5) Third Party Indemnification. In addition to indemnification obligations set forth elsewhere in the Agreement, Client hereby agrees to
indemnify, defend or pay the cost of defense, and hold EWS harmless with regard to any third party claims, actions, demands, damages,
liabilities, costs and expenses as a result of any action arising out of or relating to a suit brought against EWS relating to employment or
termination of employment by employees or fonner employees of Client as long as EWS was acting within the scope of its authority and
such suit is not due to negligence or willful misconduct.
6) Data Quality. Should EWS be required to correct the Data for Client, custom data conversion fees will be based on actual hours
required at $185 per hour. EWS will provide Client an estimate of time required and will obtain prior written approval before
commencing work.
7) Transmittal of Personal Data. EWS's internal policy for securing electronic communications containing confidential information ,
such as social security numbers, requires email encryption for clients who prefer to use email as their method of communication. The
options for email encryption are usage of Transport Layer Security (TLS) on the client email servers or usage of the Voltage secure
email application. Both options allow the email to travel over the internet securely and are easy for the client to use when retrieving and
sending confidential email. Clients who choose to use Transport Layer Security to send email communications must maintain their TLS
cettification status on all servers receiving emails from EWS. Clients using email communications who do not usc TLS or allow their
TLS certification to lapse will be automatically set up to receive secure email using Voltage. Please designate your prefctrecl email
method for secure communication below:
tzl Transport Layer Security Is your certification current? tzl Yes 0 No 0 Unknown
0 Voltage Secure Email
If no selection is made above, EWS will set your primary communication preference tor communicating sensitive data to fax and require
a listing of current tax numbers for all contacts.
Schedule A and Schedule B shall be binding on the parties upon the date last executed below.
T ALX Corporation,
County of Fresno By:~~
Gary CornuJe
provider of Eguif~rkforce Solutions
By: /tv~/{---
Name: Michael Mohr Name:
Title: Purchasing Manager Title: Vice President
Date: October 10, 2016 Date:
SCHEDULE A-UNEMPLOYMENT COST MANAGEMENT SERVICE
EXHIBIT 1-FEES
Fees: Fees for Services provided under this Schedule include:
Unemployment Cost Management Services
P-t"--41'7C
l . Annual Fee. The annual fee to be paid to EWS for the unemployment cost management Service to be rendered under this
Schedule for Client and its subsidiaries or affiliates listed on Exhibit A shall be $6,350 per year payable in equal quarterly
installments. This fee will increase by three percent (3%) on each anniversary of the Effective Date and will be invoiced on the
first day of the calendar quarter in which Services are to be performed.
Transaction Item(s)
i) Unemployment Claims
ii)Hearing Consultation Provided
iii) Number of State Unemployment Accounts
Workload Estimate
(500)
(30)
(I)
2. Excess Claims Fee. Should the number of claims received in an agreement year exceed I 00% of the workload estimate below,
a fcc of $15.50 per claim will be payable to EWS for each excess claim. Number of claims received shall be defined as (i) any
unemployment related claim document officially generated by a state agency, or (ii) in the event an unemployment claim was not
managed by EWS, any document or inquiry which requires further case management by EWS.
In the event Client terminates the Agreement or this Schedule A prior to the end of an agreement year, EWS will calculate a pro
rata threshold <md Client will be responsible for a pro rata share of the excess claims for the agreement year. The pro rata
threshold will be calculated by taking the annual threshold indicated in the contract divided by 12. This will yield a monthly
threshold amount that would then be multiplied by the number of completed months during that particular agreement year. The
total of this calculation will represent the pro rata threshold. If the total claims processed exceeds the pro rata threshold, client
will be responsible for paying the excess claim fee as applicable. For the avoidance of doubt, this language does not give Client
an additional right to terminate this Schedule A or the Agreement. Termination provisions are as specified in Schedule A above.
3. Hearings Representation. Pursuant to this Agreement and the Power of Attorney executed by Client authorizing and appointing
EWS to represent Client as Client's Agent and Attorney in Fact in unemployment and claim related matters, EWS will provide
the following non-legal services at Client's election:
a. EWS or EWS's representative will attend unemployment hearings with Client upon request by Client at up to 30
hearings per agreement year for no additional charge, whether in person or by telephone, as pennitted by law. For each
additional hearing attended by EWS or EWS's representative in an agreement year, a fee of$225 will be due to EWS.
b. In California, Client may be subject to benefits charges in certain cases where a chargeability hearing will be
scheduled. EWS or EWS representative will attend the chargcability hearing without Client for a flat fcc of $50 in an
effort to relieve Client's account of benefit charges.
4. Attorney Hearing Representation In addition to Hearing Representation perforn1ed by EWS outlined above, and subject to the
Limitations on Representation below, Client may request and authorize EWS, as the Client's Agent and Attorney in Fact, to
obtain attorney representation for Client at unemployment hearings where attorney representation is a statutory requirement or
otherwise required by law or regulation of the particular state.1 Client authorizes EWS to invoice Client a fee for attorney
representation up to a maximum of $350 per hearing, which is paid directly to the attorney obtained by EWS for representation of
the Client. ln the event EWS, as Client's Agent, negotiates a fcc on behalf of Client that is less than $350, EWS shall only bill
Client for the amount of the legal fee charged by the attorney. In addition, a fcc of $50 will be due to EWS as Client's Agent for
EWS's non-legal services in coordinating and facilitating the attorney's representation, including administration and processing
of factual material such as EWS's tile on the matter at issue and contact information, and the invoicing and processing of
payment to the attorney. EWS does not retain any portion of the fee paid by Client to the attorney, and does not accept referral
fees.
5. Limitations on Representation EWS's obligation is to assist Client in administrative, unemployment proceedings. Nothing
herein shall be construed to obligate or require EWS to provide or otherwise pay for the Client's representation in any subsequent
legal proceedings in any State or federal court.
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SCHEDULE A-UNEMPLOYMENT COST MANAGEMENT SERVICE
EXHIBIT 1 -OPTIONAL SERVICES
P-10-411C
Following are optional services that complement the unemployment cost management service provided by EWS. Please
indicate your acceptance or declination of these additional services by checking the applicable box below.
Client acknowledges the recommendations, suggestions and/or work product presented in writing to Client by EWS in
connection with the employer tax services are the sole and exclusive property of EWS. Client agrees to pay EWS as
outlined herein for all savings realized should any of the ideas presented by EWS be utilized. This paragraph shall survive
and remain in force after the termination ofthis Agreement.
Yes/No
0 X Learning Solutions. The Learning Solutions service is designed to provide Client's employees with guidance
about best practices in the unemployment insurance process with the aim of significantly reducing
unemployment costs through delivery of various web-based training content. The Learning Solutions service
complements the unemployment cost management service provided by EWS.
Grant of Access: EWS hereby grants to Client a limited, personal, revocable, non-exclusive, non-transferable
right of access ("Right of Access") during the term of this Schedule, without right of assignment, sub-license,
transfer or conveyance for its Certified Users (as defined herein) to access and use in the manner permitted in
this Schedule on a 7X24 (7 days by 24 hours) basis, subject to necessary maintenance, the Training Materials
as defined herein. Client shall use the Training Materials solely for its internal business purposes and in no
event for distribution, resale, or on behalf of any service bureau or third parties.
Ownership of Training Materials and Restrictive Covenants: Client acknowledges and agrees that EWS
owns all right, title, and interest in and to any and all derivative works of the Training Materials, and any and
all updates , upgrades, modifications, changes, alterations, edits, conversions, improvements or the like to the
Training Materials. Client further acknowledges that it shall gain no right, title or interest in, to or under the
Training Materials by virtue ofthis Agreement or otherwise, and that by virtue of this Agreement it has only a
non-exclusive, non-transferable Right of Access to the Training Materials as expressly granted and limited
herein. EWS expressly reserves all rights in and to the Training Materials and the intellectual property not
expressly granted herein. ln the event that Client obtains any interest in, to or under the Training Materials or
the intellectual property, or any derivative works related to either the Training Materials or any intellectual
property, through its performance under this Agreement, Client hereby unconditionally and i!Tevocably assigns
all of its worldwide right, title and interest in, to and under such product, intellectual properly, derivative
works therefrom, and all portions thereof to EWS. Client shall not reverse engineer, decompile, modify,
translate, convert or disassemble the Training Materials in whole or in part, or permit any other parties to do
so, or otherwise attempt to reproduce the source code thereof or its equivalent.
Training Materials: EWS will provide access to web-based modules providing training on unemployment
claims management. Should the number of required users exceed [Tier 3 -2 licenses, Tier 2 -5 licenses, Tier
I -10 licenses]_ additionallicense(s) will be available for$_ per user.
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EXHIBIT A-UNEMPLOYMENT COST MANAGEMENT SERVICE
LIST OF COVERED ENTITIES
CLIENT NAME: County of Fresno
COMPANY NAME
COUNTY OF FRESNO
FEDID
000000000
STATE
CA
EFF.ECTIVE DATE: October 1, 2016
STATE ACCOUNT NUMBER
944-0480-3
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SCHEDULE B-UNEMPLOYMENT COST MANAGEMENT SERVICE
SERVICE DESCRIPTION OVERVIEW
P-t<o-4f1-C
Unemployment Cost 1\fanagemcnt Services. Unemployment Cost Management Services are designed to reduce unemployment
costs by eliminating payments made on unemployment claims discovered to be invaLid and reducing administrative errors.
a) The analysis of unemployment compensation records provided;
b) The correction of discovered state agency errors;
c) Auditing of benefit charges on unemployment claims managed by EWS;
d) The establishment of procedures to enable EWS to process unemployment related forms;
e) The verification of unemployment benefits paid;
f) Provide activity reports on claims, separations and charges transmitted electronically, on a quarterly basis;
g) An internet interface to provide separation data and extract periodic reports; (WebManager)
h) Provide annual status report and other management reports;
i) Consultation regarding unemployment hearing attendance; and
j) Unemployment hearings representation for unemployment matters brought before an administrative agency or tribunal.
Client acknowledges that the ability ofEWS to provide services which comply with state laws and procedures is dependent upon
the timely information and prompt action by Client. Client agrees to inform EWS of important facts and changes in circumstance
and to make its best efforts to attend state hearings and other meetings as appropriate to fulfill the responsibilities of Client as an
employer and EWS as an agent of employer.
EWS may use depersonalized Client Data to perform analytics, modeling and/or demographic studies. Depersonalized Client
Data shall not include any infonnation that individually, or collectively, could be used to . specifically identify either Client or
Client's employees.
Optional Service
Learning Solutions
The Learning Solutions service provides web-based training designed to help Client's employees enhance the knowledge
necessary to effectively control, contain and limit unemployment costs. Client can select one, or more, of the following training
content that best satisfies its individual needs:
a) Unemployment Claims Training -trains employees of Client in management of the unemployment insurance process by
providing best practices guidance for:
o Documentation for employee perfom1ance
o Hearings preparation and participation
b) Industry Specific Training -provides guidance on recognized best practices in particular industries that effect
unemployment taxes.
o Staffing Industry
c) Compliance Training-provides guidance on how to comply with laws applicable to Client's business.
o Sexual Harassment
Users. Client shall choose the users who have a Right of Access to the Service ("Certified Users") and EWS shall issue that
number of licenses ("Service Rights"). EWS shall issue access infonnation to Certified Users, up to the mmdmum number of
Service Rights, and shall notify EWS or its designated subcontractor of the chosen employees to serve as the initial Certified
Users. Client may thereafter cancel one or more Service Rights, or issue additional ones to other employees of Client, provided
that at no time may the aggregate of Client's Certified Users exceed the maximum number of Service Rights. Client shall
designate who is a Certified User by providing written notification to EWS of the last name, first name and e-mail address of the
employee. EWS shall assign each Certified User a User ID and password. The Certified User shall thereupon, during the tenn of
this Schedule, be entitled to access and use the Service as long as he or she remains (i) an employee of Client, and (ii) a Certified
User. Client shall revoke a Certified User's Right to Access the Service upon termination of the employee.
Reporting Capabilities. The Service includes reports to track training attendance, progress and success by user, location and
Client.
Technical Support. EWS shall use reasonable efforts to promptly correct any material defects in the Service. EWS will use
reasonable efforts to provide Client with technical support to assist it with regard to any material defects and/or errors in the
Service. EWS, at its sole discretion, will choose which methocl(s) it uses to provide support services to Client. This Schedule
does not provide for any on-site training, on-site maintenance or other support of any kind related to the Service.
EWS reserves the right to modify the Service from time to time. If the modification shall be a substantial change from this
Service Description Overview, EWS shall provide notice of the change to Client. A substantial change shall be a change which
is inconsistent with this Se1vice Description Overview. A change that does not alter functionality of the Service, such as
a change for upgraded security of Data, is not a substantial change. Client may terminate the Service by notice given to EWS
within thirty (30) days after notice of an amendment to the Service Description Overview, and termination shall be effective
ninety (90) days after notice is provided unless Client provides for an earlier or later effective date of termination in the notice of
termination. Absence of such termination shall constih!te Client's agreement to t:he modified Service Description Overview.
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